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FREEDOM OF INFORMATION REDACTION SHEET The Green School Trust Master Funding Agreement Exemptions in full n/a Partial exemptions Personal Information has been redacted from this document under Section 40 of the Freedom of Information (FOI) Act. Section 40 of the FOI Act concerns personal data within the meaning of the Data Protection Act 1998. Factors for disclosure Factors for Withholding
further to the understanding of and increase participation in the public debate of issues concerning Academies.
to ensure transparency in the
accountability of public funds
To comply with obligations under the Data Protection Act
Reasons why public interest favours withholding information Whilst releasing the majority of the The Green School Trust Master Funding Agreement will further the public understanding of Academies. The whole of the The Green School Trust Master Funding Agreement cannot be revealed. If the personal information redacted was to be revealed under the FOI Act, Personal Data and Commercial interests would be prejudiced.
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M"~' Model (M.lJrtStream Acarlem:~es, SpocQJ Acadetn1es and Alternative PTO'VItlon Aeademt~)
II THE GREEN SCHOOL TRUST II
MASTER FUNDING AGREEMENT
f.{ ln~t~ L1~)e12o13
2• Jonu"'Y 20131'9
SECnON
INTRODUCnON
LEGAL AGREEMENT
THE GREEN SCiiOOL TRUST
MASTER FUNDING AGREEMENT
CONTENTS:
REQUIREMENTS OF A MAINSTREAM ACADEMY
THE SEN OBUOATIONS
CLAUSE NO
1-10
11
12
12A
ALTERNATIVE PROVISION ACADEMY REQUIREMENTS 126
CONDITIONS OF GRANT
General
Governance
Condud
DISdosure and Bamng Servrce Checks
PupriS
Dosrgnated Teacher for Looked aner Children
Teachers and other staff
Curriculum, curriculum development and delivery
and RE and collodive: worship
Ast~~enl
Exc!u~ions Agreement
School meals
Chargrng
lntcnllltional Education Surveys
P~rpll Premrum
24 J~~-O!Y 2013 v1l 3~089/ 1/11 0113121506 docx VN I 0111U 1215·00
13
14- 15
16
t7.17A
18·18AAA
ISA
10-22A
2l·29A
30·306
31
32·33
3<1
3AA
348
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DURATION OF THE SCHOOL DAY AND YEAR 34C
GRANTS TO BE PAID BY THE SECRETARY OF STATE
Geneml
Caprtal Grant
Arrangements for Payment of Capital Grant
General Annual Grant (GAG)
Eannart<cd Annual Grant (E:AG)
1\rrangemants lor payment ol GAG and EAG
Other relevant funding
FINANCIAL AND ACCOUNTING REQUIREMENTS
General
BOfi'OWing Powers
DiSposal of Assets
TERMINATION
General
Chango of Control of the Company
GENERAL
Information
Aa:ess by Secretary of Stale's Officers
NotiCes
Complamts
General
SCHEDULE 1
3>36
37-40
41
41A-540
55-56
57-61
62-65
66-BOA
81-62
83-89
90.93
93A-94
9&-96
97·99
100-101
102- t02F
103-108
Model Supplemental Fundrng Agreement for 8 Marnstream Academy
Model Supplemental Fundrng Agreement for 8 Speaal Academy
Model Supplemental Fundrng Agreement lor an Altematove Provrsion Academy
ANNEXES TO THE MASTER FUNDING AGREEMENT
24 JonUOty 2013 vQ 3•0891111 1 b71l1Jil06 d"'x VN 1 07111l 12·1l~lll
Memorandum and Articles of lhe Company Annex A
ANangements for pupd; With SEN and drsabrlttln at each Academy - for Mainstream Academres and AHeinail\le Provision Academie$ only Annex 8
,. Jllt1UOIY 2013 v9 3J089illl10113121506 dou I'N I 0711111l·IS·Clll
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INTRODUCTION
I) Th1s Agret1menl 1s made under Sect1on 1 of the Academ1es Act 2010,
between the Secretary of Stale lor EJ:Iucation ("the Secretary of Stale} and The
Green School Trust (the "Companyj,
2) The Company Is a eompany lncolj)omted In England and Wales, limited by
guaran1ee With registered Company number 8608665.
3) The Company intends Ia establiSh and maintam, and to carry on or prov:de
lor the carrying on of a number ol Academies in accordance with this Agreement
and U\e Supplerriental Agreements.
~) This A_greement and the Supplemental Agreements will apply In respect ol
an Academy from such time as a Supplemental Agroement relating to that
Academy shall have been entered Into bel\veen the Secretary of State and the
Company.
5) The following expressions used in this Agreement have the respective
meanings assigned to them by the numbered cla~ses of this Agreement referred
to immediately after the reference to the expressions~
a) "Academies Financial Handbook• • clause 67:
b) "A=untmg Officer" -l)lause 66;
c) "Annual Leuer of Funding" -clause 60,
d) "GAG" - clause 36;
e) "Capital Expendfture"- dause 37;
f) "Capftal Grant"-clause 37;
g) ''EAG"- clause 36;
~) "Local Governing Body" - ·clause 15;
I) "Recurrent Expenditure" - clause 35;
2 4 Janll3ry 20 13 vll 3408WIII HI71ll21506.doox VN I 07111) 12-15-00
J) 'Start-up Period' - clause 50;
6) In this Agreement the follawlng words and expressions shall have the
following meanings;-
'Academy Financial Year" means the year from 1" September to 31" August
or such other period as the Secretary of State may from time to time specify
by notice In wrihng to the Company;
<~Academy'" mean& a Mainstream Academy. an Alternative Provision
Academy or a Special Academy in respect of which a Supplemental
Agreement has been entered into between tt>e Secretary of State and the
Company -and the e:xpression .. Academies" shalt refer to aU or any of such
Academies;
' admission requirements" - ate anne~ed to the relevant Supplemental
Agreement;
'"Alternative ProVlsion Academy• means an Academy which meets the
requirements sel oulin sec1jon 1C of the Academies Act 20 10,
the 'Arlrcles· means the Articles ol Assoetation oflhe Company for the lime
being In force,
ihis Agreement" means this agreement and Its annexes and a reference in
th1s Agreement to -a numbered clause or anne·x is a reference to the clause
en annex of this Agreement bearing that number or letter as the same may
be amended or supplemented from lime to lime;
"Business Day· means any day other than a Saturday Sunday, Christmas
Day, Good Friday or a day wh•ch is a bank hohday wrth the meaning given to
that expression In-the Ban~ing and F1nandal DealtngsAcl1971,
"Commissioner· means local authorities. andfor schools referring
chrldren/pupils to the Alternative Provision Academy for admission under the
legal powers set out in the relevant annex to the Supplemental Agreement
24 January 2013 \'9 )4080/ll llU71l 121506.dncx VN 1 071113 11-IS-00
' Conifer in relation to a body corporate ('Entrty') means either tile legal or
beneficial ownership of30 per cent or more of the issued· shares 1n the Entrty
ordinarily having voting righls or the power of a person ('A') otl•e•wlse lo
secure-
{a) either by means of lhe holding or shar~ In that Entrty or having an
mterest oonferring voting rights al general mee:ttngs of the membership of
the Entrty or of any other body corporate;
(b) by virtue or any powers conferred by the Articles or other document
regulating that Entity or any other Entlty or partnership including. WithOut
lfmha"on, the power to appoint or remove a majonty of the diroctnrs
thereof, or
(c) by virtue of any agreemen~ undqrsla'nding or arrangement between any
person or persons.
that the affairs of lhe first-mentioned Entity are conducted in accordance with
the "'"hes of A and 'Controls' shall be construed aooordingty:
"D:E" means Department for Education and·any successor.
"LA" means the Local Authortty In the area in which the relevant Academy i1;
s:tuated;
"Mainstream Academy" means an Academy meeting th~ requirements
1eferred to In clause 12;
"Memorandum" means the memorandufTJ of a,sociahon of the Company lor
the lime being in loroe;
"parents· means parents or guardians;
"persons'lnclucles a body of persons, corporate or incorporarte;
"Principar mt;!.ans the head teacher of an Academy;
2~ Januaty 2Dl3 v9 3~0891111 107tl121 S<l6.dncx VN I 07111) 1!-IS-00
'Prlnopal Regulator" moans the body or person appointod as the Pnnclpal
Regulator under the Charrues Ad 2011
'Pupil Refenal Unit' means any SC11ool eslabllsl1ed In England and
malntaJned by a local aulhorrty Which is specially organised to prOVIde
educabon for Children Ianing wrthlfl SectJon 19( I) of !he Educaoon Ad 1996;
references to ' school' shall wllero the conterl so admlls be releJences to an
A<:8demy;
~sar· means special educational needs, and the expressions "special
educ:abonal needs' and ' special edUC<11looal prov!S1011' havo the mean109 set
outln section 312 or the Educatron Act 1996;
'SENCO' means Special EducatiOnal Needs Co-otdlnator,
"Spec4al Acade<Yly' means an Academy specially orgon•~~ed to make special
educabonal prl)YISIOO for puprls W1111 SEN;
"Staternent of SEN" means a statement rnade under sectmn 324 of the
Education Acl 1 996; and
'Supplemental Agreement" means an agreement supplemental to th1s
Agreement subslantially In the form tel out '" Schedule I lo this Agreement
to be entered Into by the Secretary of Slate and the Com11anv pursuant to
which tho Company agrees lo ""t.ablish and maintain, and to corry on or
provide for the taflYlng on, and the Secretuy of Slate agrees to fund. an
Academy '" accordance with the tenm and candrtions of !hat Supplemental
Agreement and this Agrcatnenl
7) The lnterprcllltlon Act t 978 shall apply for the 1nterprelabon ol thrs
AgreemeC\1 and any Supplemenlal Agleemenl as It applies for the Interpretation of
an Act ol Panrament
8) Expressions doflned In this Agreement shall havo tne same meamng where
used In any Annex to this Agreement ot Supplemental Agreement
0) Ouostlons ansh1g on the Interpretation of the arrangernenta 1n this :.t Ja:m..3ty 2013 vi j ..t(f.l9, fi'I IOIU1 2150b ducx HII 071 tlll :-:i-00
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Ag~eemcrt shalt b~> resolved by the Secretary at State after consuHatlon with the
Company.
10) Section 1 (3) of the Academies Act 2010 states that .
(3) An Academy agreement is an agreement between U>e Secretary ar
State and the other party under which-
(a) the other party g1ves the undertakmgs in.subs()cfion (5), and
(b) the Secretary ot Stale agrees to make payments to the other party
In consideration of those undertakings.•
LEGAL AGREEMENT
11) In consideration of the Company undertaking to establish an.d malntatn, and
to cany on or provide lor the carrying on or a number or schools I Independent
schools in E.ngfand speciatfy organised to make special educational provision for
pupils w1th SEN ("the Special Academics') or meeting the r"'lulrements referred
to in clause 12 ("the Mainstream Academies'), or meeting wch r"'luirements as
referred to In clause 12B ("tho Alternative Provtston Academies"), the Secretary
of Stale agrees Ia make payments to the Company in accordance with the
conditions and requirements set out In this Agreement and Supplemental
Agreements. l fl t is agreed between the Secretary o f State and the Company that
the Company will establish and maintain, and to carry on or provide for the
eanylng on of an Academy, the panies will enter into a Supplemental Agreement
•n relation to lhai Academy, For the avoidance of doubt, any obligations imposed
upon or powers g1ven to an Academy by this Agreement or any Supplemental
Agreement are also imposed upon the Company,
REQUIREMENTS OF A MAINSTREAM ACADEMY
12) The requirements of a Mainstream Academy are those set down in Secbon
2 4 JOJluary 2D t3 v9 3~0891111 10713t21 So6.doox VNt 07tt i J t:. ts.w
1A of the AcademiesAct2010'.
THE SEN OBUGATIONS
12A) In respect of Spacial Acadomios;
a) The Company musl comply Wllh all of the obligations imposed upon the
governing bodies or maintained special schools ill Chapter 1 or Part 4 ollhe
Education Act 1995 a11d In Regulations In force at the date oflhis agreement
or made from lime to lime under any provision In !hat Chapter (as amended
from time lo time2)
b) Notwithstanding any provision in this Agreement, me Seaetary of State may
(whether following a oornpl~int made to him or otherwise) direct lh!l
Company lo comply with an obligation imposed by this Agreement where the
Company has foiled to comply wrlh any such obhgalron.
c) The Company must ensure that each Academy's website rncludes details of
the arrangements for the admission of disabled pupils; the steps taken to
prevent disabled pupils from being treated less favourably !han other pupils;
!he facrl~ies provided to assist access to the Academy by drsabled pupils;
and the plan prepa!ed by the Company under paragraph 3 of' Schedule 10 to
the Equality Act 2010 Disabled pupils in this paragraph mean pupils who are
disabled for lhe purposes of lhe Equality Ac12010'.
1 An'/ Supplen-oeotal runa1ng Agreement entered Into 1n fol.atlon to Btl Acaoem:y wh.l(:h IS a ' selective school' wtthWl the meamng of Section 6{ 4) pf the Academia Act 20 f 0 wl!l ckanfy that aed:fo" lN ,)lc) (r!.'qulrernent to pEDvtde education tor pupcl~ ot dltfmerrt. abillliM) wiiJ net apply
1 CUTT'ently lhe5e dubes are In sedion 313 (Duty to h.ave regard to the Spe:cml Educatiorull Needs Cocle of Practice 200 1 1: se<tion 317(5). (61ancl (6A) (Dubes ir) relolion 101no pubi""ll"" of Information relating lo arrangements and t.adfil:es fer ~l:ded pu:pils. at the_ sdlool); and 324(5){bl fOuty to adm!1 lbe· c:t:ifd where a school is named .n tile st3tcmenu: and the Education (Specl3t Ed~;~catmna.l Need:s)(tninrmatian)1Eng:land) Regulations 1999 cs 1. 199912506) For lhea•IOidam:e cf dOUbt.. the a-bltgabO,..s tn olaus.o 12A o1 thiS -agret!mant al'e in aad1tl01\ ltlafiY oti.lg-aliOM ln'lpOS<!d upon Academy proprietors dlfEdly irl la;Jislanon or regulations .) Tins obligatiOn $.il'l add!bOO to I he obligatiOnlo compt,- with tll& duties lO pubJu:ll"' ,ntofmaUcm lmpoee:j upon the gnvem111.9 hod~es of malntamed .speci:.al r;choot.--set oot m the Edoe&tioo (Spatial EdUc:abonnl r.utcds:J (lntomr.1Uan) Regulatfons t !!99 (a:; amomJcd tram time to tlmo) whdl clause 12A h~s the ei1et:t or impo;in.g. 24 Januruy 20 l3 ~9 340SC)t i/ J I 071 J I :::J 5(t6.dOC!t VN I <J1111J 1~-t~IO
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ALTERNATIVE PROVISION ACADEMY REQUIREMENTS
126) The Alternative Provision Academy requlrcmen.ts are those set down In
Section 1C ol the Academies Act 2010.
CONDITIONS OF GRANT
Gonoral
13) Other conditions and requirements In respect of an Academy, unless specified
otileiW!Se in a Supplemental Agreement. are thai:
a) the school will be at the heart ol ots communoly, promoting oommunoty
cohesion and sharing facllllies with other schools and the wider community;
b) there will be assessments of pupils' performance as they apply to maintained
schools (this will also apply to Alternative Provision Academies unless there
are excepbonal reasons to do othe.W.se). and tile opportunity to study lor
qualifications inBccordance woth clause 30 (d);
c) In respect of Mainstream Academies, tile admissions policy and
arrangements lor the school will be in accordance wilh admissions law, and the
DIE Codes of PractJce, as they apply to maintained schools. and in respect of
Alternative Provision Academics the admissions policy and arrnngemenls for
the school will be set out in the relevant annex to the Supplemental Agreement;
d) teachers' levels of pay and conditions of service will be the responsibility of
tho Company:
e) there wm bo an emphas•s on the needs of the 1ndivodual pupils oncluding
pupils wotn SEN, both those with and without statements of SEN,
f) there will be no charge Ia pupils (or their parents ar guardians) In respect of
admission to, or attendance at, the school and the school will only charge pupils
where the law allows maintained schools to charge;
g) the Company shall as soon as reasonably pracucable estab!Jsh an
appropriate mechanism for 111e receipt and management of donations and shall
24 J"fluary2013~ J•OS9lllll07tl tZI S06.ducrx VN 1 071113 1:· 15-(H)
use reasonable endea11ours to procure donations througfl thai m~ch(fnism ror
the purpose of the obJects spec.fied in the Articles.
13A) Clause 13f) does not prevent Ule Company receivmg funds from a local
authority or a charily in respect o f the admission of a pupil with special educational
needs to an Academy.
138) Clause 13 f) does· not prevent the Company receiving funds/income from
Comrmss10ners 1n respect of the adm1ssr.on and attendance of a pupil at the
Alternative Provision Academy.
Governance
14) Each Academy will be governed by the Company. The C::ompany shall have
regard to (but for lhe avoidance of doubt shall not be bound by) any guidance as to
the governance of Academies lhat the Secr.etary of State may publish.
1.5) The Company shall establish, for each Academy, an Advrsory Body. whose role
shall be to provide advica to the Company In rot~lfon to the functioning of that
Academy. The rote of the Adv!SO·ry Body and tile membership of it shall be for the
Company to dedde, but the Company wrll. as a mlnirnum. ensure that
a) a minimum of two p;lrents of a pupil al the Academy (to be elected by the
parents of registered pupils of lhe Academy) shall be a mernbor of the Advisory
Body:
b) up to two employees at the Academy (to be elected by employees of tile
Academy) shall be a member of the Advisory Body';
c)
d) any advcce of tt>e Advrsory Body is brought to the attention of lhe Directors of
the Company;
t Oclc:~e: if not reqt~i~d 24 Jam10ry 2013 v'3 l 4089/1111071lt2U06.dacx VN I 07 1111 12·15·00
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e) to the extent that the Company may , in accordance wiih the Articles. choose
to establish a local Governing Body, then !he Company may additionally
constrtute lhe Advisory Body as lhe Academy's Local Governing Body
Conduot
16) Each Academy shall be conducted in accordance with:
a) the Articles;
b) all provisions by or under statute which confer rights or impose obligations on
Academfes including, without llm1tation, lhe independent schools standards
prescribed under section 1 S7 of the Education Act 2002 to the extent they apply
to the Academ.~
c) the tenns oflhis Agreement and UHil relevant Supplemental Agreement
Oisc1osura and Barring Service Chocks
17) The Company shall comply with the requirements of !he Education
(Independent School Slandards) (England) R'lQulat1ons 2010 (or such regula~ons
as may for some fime being be aP.ptlcable) In retatlon to carrying out enhanced
criminal records ched<s, obtaining enhanced cnmtnal records certiF~<:ates and
making any further checlls, as required and appropriate for members of staff,
supply s1aff, indrvidual Directors and the Ctia1r of the L:ocal Govemmg Bo'dy.
17 A) The Company shall, on receipt ofa copy of an enhanced criminal record
cenificate, on request rrorn !he Secretary of State or his agents. as soon as
possible thereafter submtt lnlormallon contained in the certificate to the Secretary or
State in accordance w~h section 124 of the Police Act 1997.
Pupils
18) Each Mainstream Academy Will be .all ability inclusive' school whose
requrrements for:
1 if (lllte t1f d~ M'~tnliltt:Lill Aadt:mks i• 11 ··~leet.l~e ~dtool .. v. ithtn the ~Min~ ufStttinn 6(4) CJr !.he 24·Jan.uaty2Dt3 \f9 34089/t/l t 071l t21 5U6.dnc.x VN I q7jll l i Z-IS-OO
a) trJe admission of pupils to the Academy a1'e set out in lhe relevant annex to
the Supplemental Agreement;
b) the adm1ss1on to the Academy of and support for pup1is w1th SEN and With
diSabilities (for pupils who h""e and who do not l1alie statements of SEN) are
set out in .Annex B to this Agreement:
c) pupil exclusions are set out in r~ulalions made by virtue or section 51A of
tho Education Acl 2002 (as may be amended or modified from lime to lime,
and indudes any successor provisions)
IBAAA) Ead1 Special Academy will be a special school whose requirements lor
a) the admission of pupils to the Academy are set out In the relevant annex to
the Supplemental Agreement;
b) pupil exclusions arc set out in rogulahons made by virtue of section 51 A of
the l;ducatron Act 2002 (as may be amended or modifred from trme to lime.
and Includes any suoc:tlSsor provisions).
18M) Ead1 Altemative Provision Ae<t<lemy will provide education lor the cohorl
of pupilS whose characteristrcs are sel oul in the requirements at section 1C of lhe
Academies Act and whose requirements for.
a) the admrsslon of pup~s to the Allematrve Provision Academy are set out in
the relevant annex to the Supplamentat Agreement.
b) the admrssion to the Allernahve l"rDVJs:on Academy of and support for pupils
with SEN and with disabilities (for pupils who have and who do not have
statements of SEN) are set out in Annex B to lJ'irs Agreement:
c) pupil excJusions are set out in regutations made by virtue of section 51 A of
the Education Act 2002 (as may be amended or modified from time to time,
and Includes any suctessor provision(s)).
Acli!ll!tnia An ~010 then tbc-Supplrmcntlll Fundtn! Agttmr:Ltl fof dlutAotl.len:y v.ift p1Q'tidc tlw dw /\(311~1'11)' b ll&II IIII-JUif'Ctl (~ \Je lin !Ill bf;nllt) l.~tt)~~\lllthlml 24 Janua:r•t2013 vg 3~08QI1/II 071ll:1.1506.dO<X VN 1 U7111) 12-15-00
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Oasignatod Taachar lor Looked altar Children
1 BA) The.Comparry will In respect of each Academy act In accordance with, and be bound by. all relevant statutory and regulatory provisions and have regard to any
guidance and cedes of praclice Issued pur~uant to sucll provisions, as they apply at
any lime to· a maintai~ad school, relating ·to the designation of a person to manage
the teaclling and learning programme for children who are looked after by an LA
and are registered pupils at the school For the purpose of lhb clause, any
reference to the governing body of a maintained school in such statutory and
regulatory provisions, or In any gurdanco and coda of pr~ctlce Issued pursuant to
sucll provislons, shall be deemed to be rnferertcesto the Directors of the Company.
Teachars and othnr staff
19) In respect of Mainsb'oam and Alternative Provision Academies:
a) subject to cbuse 19(b), the Company shall, In accordance with any guidance
which the Secretary or Slate may issue Ofl the qualilicetions of leaching and
other s\ilff in Academies. employ anyone ij deems is surtably qualrfied or is
o1herwi~ eligible under a contracl of employment or for services. to carry oul
planning and preparing lessons and courses for pupils·, deliVenng lessons to
puprls, assessmg the development. progress and attainment of pupils, and
reponing on the developm~nt, progress and attainment of pupils.
b) cla~se 19(a) dCies not apply to anyone who:
I) is appointed as the SENCO by the Company under section
317(3A) of the Educal!on Act 1996, Who must meet the
requirements set out In RegulatiOn 3 of the Education (Specbl
Educational Needs Co-ordinators) (England) Repulallons 2008
(SI200SJ2945); or
ii) is appointed as a designated teacher for looked after children
further to clause lBA
24 Januaty 2D13 v9 J·tOBWtllt0713t21506 docx VN I 0711 13 I~· IS.OO
20) In respect of Spe<:lal Academies. subject fu clause 20A. the Company shall
nol employ anyone under a contract of employment or tor services to carry out
planning and preparing lessons and courses for pupils. delivering lessons to pupils.
assessing the developmeht. progress and attainment of pupils, and report1ng on the
development. progress and attainment of pupils ("specified work") who is not
either-
a) a qualltled teacher within tho meaning of regulalfons made under secllon 132
of the Educ.:ltion Acl2002: or
b) otherwise eligible to do specified work under the Education (Specified Work)
(England) Regutalfons 2012 (SI 2012/762), which lor the purpose of this
clause shall be construed as if the relevant Academy were a maintained
school.
20A) Clause 20 does not apply to anyone who:
a) was transfened to the employment of the Company by viMue of the Transfer
of UndeMakings (Protection of Employment) Regulations 2006; and
b) immediately pnor to the transfer. was employed to do specified work; and
c) immediately prior to Ute transfer, was no~
I) a q~anfled teacher wrlhln the meaning or regulations made
under section 132 oF the Education Act 2002 and registered
w1th full regrstration w1th the appropnate body, or
il) eligible to do specified work under the Education (Specified
Work) (Eoglan~) Regulations 2012 (St 2012/762)
(a "transfened staff member'). The Company shall use its best endeavours to
ensure that any transferred staff member who undertakes specified work and does
not meet the requirements of either dause 20(a) or clause 20(b) meets such
requirements as soon as possible.
21) The Company shall ensure that at! teachers employed at each Academy have
access to the Teachers· Pension Scheme and, in so doing, will comply with the
statutory provisiof!S underlying fha sCheme.
24 January 2:013 v9 J408'J/I /I J('(J I J 121 506.docx VN I 071111 12· 15-(/1)
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22) Tho Company shall ensure that all employees at oach Academy other than
teachers have acce10s to the Local Government Pell$lon Scheme In accordance
with the local Government Pension Scheme (AdmrN$1lat,on) Regula110ns 2008
(SI 20081239) (or such other regulaiJOns as may for the trmo be1ng be appbcable)
22A) Whcro a leacher employed at an Academy applies for a teaching post at
another Academy, 16 to 19 Academy momta1ned school, school maintained by a
local authonly or ins-n with., the further edocallon sectot. the Company must
at tho request of the governing body or Academy Trust of that other educational
in~tilution·
a) ad>me "' wn!Jng whether or not, In the pre<:edong two years, lhero has been
any formal consideraiJon of that teacher's capability to perform the.r role at
the Academy. or the school the Academy replaced; and
b) provide writfen detarls of the concerns which gave 11$0 to any such
cot\Slderalmn of that teachers capab1llty, the duratiOn ollhe proceedings and
their outcome.
Cunicutum, curriculum dovotopment and dotlvery and RE and cotlectivo worship
23) The curriculum proVlded by each Academy to pupols up 10 the age of 16 shall
be broad and balanced.
23A) Not used.
238) The Company shaA publish informatiOn m relahon to the current curroculum
provision at each Academy Such lnlormahon shall Include deta1ls relating 10
a) the content of the curuculum;
b) Hs approach to the cumculum;
c) the GCSE options (and other Key Stage 4 quahnoabons) or other future
quat1f•cetlons. as specified by ll>e Secratary of State, offered by each Academy;
d) the names of any phoniCS or readu1g scllemes In operahon lor Key Stage 1·
and
24 Januaty 2013 V9 JJOI91IIt 1071J t~l506 don VN I 07111) IH~
e) how pareniS (Including prospc>C!Ive parents) and Commis&roncrs can obtain
further onformatron rn relation lo the cumculum ot each Academy
23C) Sub)CCI to tho requ11emenls of clauses 23, 23B and 24 to 29A, the a.rntrulurn
Will be the responslbil.ty of the Company
24) In r11$pect of Mainstream and Spodal Acadomles. the Company shaD
ensure that the broad and balanced curriculum Includes Engll$!1, mathematiCS and
scronce. and in respect of Alternative Provision Acadomlos shall insure that the
broad and balanced cuniculum includes EngOsh and mnthemollcs
24A) Sectlotls 42A (provision or careers guidance) and 45A (guidance as to
dischaiJje or duties) of the Educatron Act 1997 shall be deemed to apply to each
Academy wrth the follOWing modlfrcations:
a) each Academy shaU be treated as falfing wrthrn the meanmg of ·a school"
under sect10n 42A (2).
b) the Company shaD be de-"!Tlcd to be the 're'll(lnsil>fe authorities-fa the
purpo$es of subseclion 42A(3), and
c) references to regrstered pupils shall be treatc<l ns references to regiStered
pupils at eacll Academy
25) The Company shall make provrston for the teaelung or religious education and
lor a dally aal or colloctrJc worship at eacll Molnsl.roam Acadomy.
26) Where a Mainstream Academy os designated with a rcllgtous character• In
accordance wrth secuon 124B of the School Standar<ls and Framewook Act 1998
Of further to sectton 6(6) of theAcademres Act 2010
a) sub)C)Cito clause 28. and paragraph 4 of Schedule 191o lhe School
Standards and Frarnew'Oik Act 1998 whteh shan apply a. d the Academy
were a voluntary aoded scllool wllh a relog10us Charac:ler lhe Company shall
cMure thai provr.;ton Is made rorreligfous educ:~tran lobe gi110n to all pupils
• Altom.Jtiva prav..ans clfts ava!l:able and would be po1entlillty .e~ptopnate for non<lcnomlnatlonal faith aehOOii 24 Jonunry ~013.0 34039/1111011 J 12lS06.dne< VI" I 07111l I :.fl.oll
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at the Academy in accord a nco with the tenets of the specified reOgion or
religious denommah.on of the Academy;
b) subiectto clause 28, the Company shall comply with the requirements of
section 70(1) of, and Schedule 20 to, the School Standarqs and Framework
Act1998 as lf lhe Academy were a foundation school with a religious
character or a voluntary school. and asH references to 'the reqwred
collective worshrp' were references to collective worship In accordance wrth
the tenets and practices of the specdied reilgton or religious dencmin(Jtion of
the Academy;
c) the Company shall ensure that the quahty of rengious educatron giVen to
pupils arthe Academy and the contents of the Academy's oollective worship
given 1n accordance wi1h the tenets and pradice or the specific religion or
rengious.denomrnatlon are lnspecred. Such inspection .shall be conducted by
a person chosen by the Company and the Academy shall secure ttiat such
Inspection shall comply with the requirements set put 1n any statutory
prov;sion and regulations as if the Academy were a foundation or voluntary
school which has been designated under sect<on 69(3) of the School
Standards and Framework Act1998 as having a religious character.
27) Where a Malnotream Academy has not been designated with a relrglous
character in aa:brdance with sectlt,>n 1248 or the School Standards and
Framework Act 1998 or further to Section 6(8) of the Aca~emies Act 2010·
a) subject to clause 28. the Company shall ensure U1at provision shall be made
for religiou~ education to be given to all pupils at the Academy In accordance
with the requirements for agreed syllabuses In section 375(3) of the
Education Act 1995 and paragraph 2(5) of Schedule 19 to the School
Standards and Framework Act 1998;
b) subjectio clauso 28, tho Company shall ensure that the Academy complies
wrth the requirements of sedion 70(1) of, and Schedule <O to. the School
Standards and Framework Act 1998 as If it were a community, foundation or
voluntary school whfch does not have a religious character. except thal the
provisions of paragraph 4 of that Schedule do not apply The Academy may 2.>1·JI3nuary 2013 'IS 3408911/1 10713 t2tS06.ducx VN I 071111 l~-ll-01l
apply to the Secretary of Stale lor consent to be relieved of the requicemenl
Imposed by paragraph 3(2) of that Schedule, the Secretary of Slate's
cons~nt to such an application not to be unrrosonably Withheld or delayed;
c) the Company'
(1) aames that before making an application pursuant to the Religious
Character of Schools (Designation Procedure) (Independent Schnots)
(f'ngland) Regulabons 2003 for each Academy to be des1gnated as a school
wHh 1ellgious character it shall seek the prior wriUen consent of the Secretary
of State":
(2) hereby acknowledges that the Secretary o l State may in his absolute
discretion reruse or consent to the Company making such an application
Z7 AM) Where a Mainstream Academy 1S listed 1n the Register of Independent
Schools as having a religious ~lhos, bul has not been designated with a religlaus
character in accordance w1th section 1240 of the School Standards and Framework
Act 1998 or further to Section ll(8) of the Academies Act 2010, lhe Company
agrees that parograph 5(b) of Schedule 11 of the Equality Act 2010 shall not apply
ta the Academy,
27 AA) The Company may make proVISion for the teaching of rel<grous education
and lor a daily act o l colledlve worship at each Altcrnativo Provision Academy
7.7 A) Where an Alternative Provision Academy does (at Its drocretlon In
accordance with clause 27 AA) make provision for the teaching of religious
edUt;ation and/or lor a dally act of collectllie worship al the Altemallve Provision
Academy then.
a") subjedlo clause 28, the Company shall enoure that .any such provision sllalt
be made for religious education to be given lo aU pupils at the Allemalive
Provision Academy In accordance with lhe requirements for agreed
This Is required In order to ensure th-al lhe.:pnx:ess by which &11 Academy becomes de~tlalell as a sdiool \\'i~ll a religious c;hi'lrndar Is comparable lo that y,fljch applies- rm maln!i,lm.ed sci".Qols 1 1 he t_'omJ1lll'!~ rnu~t lindCllll~~ c:r.m~nlulioo {llliP!-e rropmal for drngru~IKm pnnr 10 JCC~m~ 111c Scuetm7 o l Sunc·• COJ\:wctlt.
24 Janual'f 20 U >9 l•O&?II/1107J312150o.doc:x VN I 071113 11· 15·00
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syllabuses. in Se<l:ion 375(3) of the Education Act 1996 and paragraph 2(5) of
Schedule 19 to the Scl\oot Standards and Framewor1< Act 1996;
b) subject lo clause 28, the Company shalt ensure that the Alternative Provision
Academy complies wrth the requrrements of section 70(1) of, and Schedule
20 to, the School Standards and Framework Act 1996 as II II were a
community, foundation or volun:ary school which does not have a religious
character, except thai fha provisions of paragraph 4 of that Schedule do not
apply. The Alternative Provision Academy may apply to the Secretary of
State tor consent to be relleved of the requrrement imposed by paragraph
3(2) of that Schedule, the Secretary of State's consent to such an application
not to be unreasonably withheld or delayed.
28) Section 71(1) - (6) and (8) of the School Slandards and Framework Act 1998
shall apply as if each Academy were a commlmity, foundation or voluntary school.
and as if references to · religious education· and to ' religious worship' in that
section were references to the religious education and religious lfiOTShip provided
by each Academy in accordance wrth clauses 26 or 27 as appropriate.
2BA) The Company shall, so far as practical, make provision lor the teaching of
religrous education and for acts of collecl1ve worship at each Specfaf Academy
2BB) In respect of RE and collective worShiP at Special Aeademles:
a) subject to clause 26Bc), the Company Shall ensure that provision shall be
made for religious education to be given to all pupils at the Academy in
accordance with the requirements for agreed syllabuses ln section 375(3)
of the Education Act 1996 and paragraph 2(5) of Schedule 19 to the School
Standards and Framework Act 1996;
b) The Company snail ensure that each Special Academy complies wi\h the
requiroments of regulation 5A of the EducaHon (Special Educational Needs)
(England) (Consolidalion) Regulations 2001 as rr it were a mainlained special
sehool.
24 Ja:--..uary ~01 3 vU 1~039/1111011JI;IS04A<>e< VN I 071 1D 1:-tHO
c)Regulat)on 5A of the Education (Special Educational Needs) (E0gtand)
(Consolidation) R139ulat1ons 2001 shall apply as if the Academy were a
OJmmumty or founda«on special school, and as If references to ·religious
education· and to '"religtous worship" in that se-ctlon were references- to the
religious education and religious worship pro111ded by the Academy in
aa:crqanoe wilh this da\J&e.
2BC) Where a Special Academy is listed in the Register of Independent Schools
as having a relig1ous ethos. the Company agrees that paragraph 5{b) of Schedule
11 of the Equahly Acl2010 shall not apply to the Academy
29) TI1e Company shall have le<Jard to any guidance issued by the Secrela•v of
Slale, further to section 403 of the Educallon Act 1996, on sex and relationship
education to ensure U:lat children at each Academy are protected from
inappropriate teaching mate.rials and they leam the n-ature of marriage and Its
importance for famijy tire and for bringing up el1ildren. The Company shall also
have regard to the requirements sel out in section 405 or the Educalion Act 1996
which shall apply to each Academy as if H were a maintained school.
29A The Company agrees to act In accordonce wrth Sections 406 (Political
lndcctrinat<onl and 407 (Duty to secure balance treatment of political issues) oflne
Education Act 1996 as if II were a maintained school, subject to the following
modifications:
a) references to any maintained school shall be treated as references to e:>ch
Academy;
b) references to registered pupils shall be trl'!ated as references to registered
pupils al each Academy;
c) references lo the governing body or the local authority shall, In each case, be
IIeated as references to the Compa0y; ·and
d) references lo !he head teacher shall. In each case. be lrealed as references
24 January 201 3 \-9 J•rOSWI111071JIZ15()6 cl<>cx VN J 01111 1 1~-ls-110
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to the Pnnoipal of each Academy"
Assessment
30) The Secretary of State will notify the appropriate body for a~sessment
purposes about each Academy.
a) the Company shall ens.ure that each Mainstream Academy and each
Spe<:ial Academy complies with any gu.dance issued by the Secretary of
State from time to lime to ensute that pupils take part In assessments and in
teacher assessments of pupils' performance as they apply to maintained
schools; and the Company shall also do so for each Alternative Provision
Acadomy unless there are exceptional re·asons to do otherwise
b) The Company shall rep.ort to any body on assessment!< under clause 30 as
the Secretary of State shall require and shall provide such informar10n as
may be required by that body as apphes to maintained scl>ools.
c) In respect of all ~ey Stages, the Company wilt submH each Academy to
monitoring and moderation of its assessment arrangements as required by
the Secretary of Slate.
d) In relation to courSes of education or training at an Academy which are
funded from Hs GAG, the Company may offer·
(I) any course of education or tra>nlng which leads to a qualification that is
approved by·the Secretary of Stale for the purposes of section 96 of the
Learning and Skdls Act 2000; and
(Tr) any course of education or training not falling within paragraph (1) If the
Seaetary of State gives his specific written approval for it
30A) Subject to clausi! 306, ltre Company shall ensure that the following
lnfofT!1ation is pubttstted en the website for each Malnst,am Aeademy, for each
Altornativo Provision Acadomy, and where relevant for each Spocia1 Acadamy:
• Pled.'..l! alf.!) ·~ tbe Cbl!~ Cnmmiu.ion sul..hlliCt. tC:C9J' .. Spl!a.Ling O'llt Guidnnoa ('ill ClntpAigniDg;liDII Po hi it<~ I Aczivhi:-s b)' C"..h~mtiru- Imp:( 'www c;t;:srity<rmnniu.inn.&Qv ~tUI'ublnl imu.'!:t:9.11to;pl\
24 Januo"/2013 vO J•Oa9Jt/i I07JJ 11150<1 d""x VN l 07tltl t~·IS.OU
a) (II Applicable] The sclloors moslre<:ent Key Stage 2 results as published
by the Secretary of Slate under the following column headings in the School
Performance Tables published on the Oepartmenl for Education's website;
(Q "o/o achieving level4 or above in Enghsh and math•'·
(fl) "%making expected progress";
(iii) in relation to English, ' % achieving level 5 or above'': a11d
(iv} in relation to moths,"% achieving levelS or above·
b) (If Applicable] The school's most reoenl Key Stage 4 resutls as publoshed
by the Secretary or Slate under the following column headings in lhe School
Performance Tables published on the Department for Education's website:
(Q "%achieving 5 +A" - C GCSEs (or equlvatenl) Including
Enghsh and malhs GCSEs':
(ii) "%achieving llle English Baccalaureate' and
(ill} "%or pupils making expected progress•
c) Information as to where a·nd by what means-the mosl recent report about the
school published by the Ch1ef Inspector may be accessed.
d) lnformaUon as to where and by what means the Schoof Performance Tables
published by the Secretary of Slate on the Department for Education's
website may be accessed
308) There is no requirement to publioh lnlonmalion under clause 30A II lo cfo so
would be In breacll of the Company's obl•gations under the Oala Protection Act
1998
Exclusions Agreement
31) In respect of Mainstream Academies, the Company shall, II invited to do so
by an LA, entor lnto an agraernent ln respect ol an AcademY wllh that LA, which
has the effect that where:
2 4 January 2013 v9 34089111 1 II)] l l l 21506.docx VN I 0/ 1113 11- IS-00
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a) the Company admits a pupil to the Academy who has been permanently
excluded from a maintained school1 the Academy itself or another Academy
wtlh whom the lJII has a similar agreement, or
b) the Company permanently excludes a pupil from the Academy;
payment will now between the Company a11d the lJII tn the same direction and for lhe same amount Lhat It would, were the Academy a mainta1ned school, under
Regulations made under section 47 or the School Standards and Framework Act 1996 relating to the addition or deductlon or a maintained sahool's budget folloWing
a permanent exclusion or the adml.;slon or a permanently excluded pupil. At the date of ltlls Agreement, (h~ applicabla Regulation Is Regulation 23 or the Sct1ool and Ea~y Years Finance (England) Regulations 2012
School Meals
32) The Company shall, if requested to do so by or on behalf or any pupils at any
Academy, provide school lunches lor those pupils unless It VIOUid be
unreasonable for ilia do so Subject to the provisions of clause 33 charges may
be levied for lunches, but the Company shall otherwise fund the cost of such
school lunches from Its GAG for Mainstream Academics, or from Its· resources
for Speclal Academies and for Alternative Prpvlsion Ac•demies.
33) In relation to a pupil who is himself or wnose parents are on receipt or benefits
mentioned in section 5t2ZB of the Education Act 1996 (or equivalent provision
gm'Bmlng the entitlement to free school lunches or pupils .at matntained schoofs),
the Company shall ensure that a schqollunch is provided for such a pupil free of
ct1arge to be funded by the Company.
Charging
34) Sections 402 (obligation to enter pupils for public examinations), 450 - 457
(charges). 459 (regulations about Information about charges and sct1ool hours),
460 (voluntary contributions), 461 (recovery of sums as CIVil debt) and 462
(inte'l'relallon re charges) or the Education Act 1996 (Including, ror lhe avoidance
2-t January 2013 v9 3~08Wt/IW11J I ~1506.doc:x VN I 07111311-tS.lJO
of doubt, any secondary fiJ!lislaticn made runher to those provisions) shall be
deemed to apply lo each Academy WJth the following modifications:
a) refetenoes to any maintained school shall be treated as references to an
Academy:
b) references to registered Pllpils shall be treated as references to registered
p_upifs at an Academy;
o) references Ia the g011erning body or the local authority shall, in aacl1 case, be
!feated as references to the Company:
d) the Company may charge persons who are not registered pupils at an
Academy far educ;at!an provided or far la.c~itfes used by them at that
Academy ••
International Education Surveys
34A) Section 53BA cflhe Education Act 1996 (power to direct parlimpation on
international suoveys) shall be deemed 10 apply 10 each Academy wilh the
followmg modrfications:
(a) oeferences 10 U>e governing body shall be treated as references to the Company; and
(b) references lo a community, foundation or voluntary school shaU be
treated as references to lhe Academy
Pupil Premium
348) .For Mainstream Academics, and those Special Acadomics lhat receive
Pupil Premium Fundmg", the Company shall publwh in each Academy Financial
Year information in relation to:
'° Ftw dardlealton, well charg:ng is sepamla and dmtind rrom any arrangement that lhe Com.pan'fl rr.ay make w1lh Commissaorrel"$ ccncemmg the tefejTBJ of puptta to the Attern:.tfvo Provil~on Acadomy. 11 The PupU Pn:mlum Is OOd!tiOI\SI tundmg for scnoots. to support pupd:s. from tow~.nco;ne tamlhes. In instances when those pupils. ara In-special settings ·~ fur.dlng cnn e!'ther be o!iocatcd ln ti"le scu.ing 24 Jonuary 2013 ,.g .1-IOSfJII/J 10713 121 S06.doe> VN I 071113 1~- 1 S 00
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a) the amount of Pupd Prcml.., allocation !hal d Will recerve dunng lhe
Academy Financial Year
b) on what ij intends to spend the Pupil Premium allocation;
c) on what it spent ill! Pupil Premium In tim previous Academy Flnan¢iat Year;
d) tlla impact in educallonat at\ainment, ruistng from expondrtum of the
prcv1ous Academy FinanCial Year 's Pupd Premium
DURATION OF SCHOOL DAY AND YEAR
34C) In respect of Mainstream Acadamios and Allornativo Provision
Academies, the duration of the school day and year will be thu responsibility of the
Company"
GRANTS TO BE PAID BY THE SECRETARY OF STATE
General
35) TI~e Secretary ol State sllall pay grants towards Recu"ent Elpenditure and
may pay grants towards Caprrot Expondlturo for each Academy e.cept with the
Sccrotary ol Stale's pnor agrocmenl, the Company shall not budget for its
expenditure In any Academy Flnanc~al Year In excess o f expected Income (subject
to clause 80) The Company shall not enter into comm1tments whiCh are likely to
have substan1iat implication~ for future levels of gran~ or lor the periOd for which
gran\ may be requued No decisiOn by lhe Company shaD coorvn4 lhe Seaetary
of Stale to paymg any panicutar amount of granl
v.1111ft they ato betng educated, or held by tho toea! authoritY' ta spend IPCCiflcoJiy an adddXInal educooonat suppart to f'DJ5.e the etQndOrd of anlUnrncnt for these puptls, The authonw mu5t consult non-mwnstream settings aDOY~ how o,e Promrum lor these puJ)!Is should be uted Where PupiJ Prom tum tteJIOCQ1od rG the Special Acaclomy by tile Loc:::al Authonty, I he aomp:&ny must publt5h intorm:ulon as set ou11" dau~<e 340 There iS na requu-ttmenl ror Attemafi'IO Provision settings to r,rt*'h ..., lnformaiton ' In '"'*' ot SjM<I•I -d•m~o "'ljulalions made under settroo 551 ol n Edo.ca1.lon M 1995
OQIIIr tcun.nfly.,. E'<>ariDn (-Day and Sd>oal Yeatj tEng..,.,l Regula:lana lim)
2• Janu¥y 2013 >9 JJOI9·1/110111121506 doc:• VN I Olillll!-tl-00
38) "R<!current Expendijuro" means any e><pendrture on the ~abiiShmenl
conclud, administraoon and ma•nlenance of the Aca<!emy whiCh does not fall
wrtt'101 the categcries of capdal expenditure set out at clause 37. The Secreta'Y of
State shall pay two separate and drstinct grants 1n respect of recurrent
expenditure; General Annual Grant ("GAG") and Earmarked Ann""l Grant
("EAG").
Capital Grant
37) "Capdal Expenditure' means oxpendrture on
a) the acquiSlllon of land and burldll1\IS,
b) the erectton, enlargement, lmpro•ement or demolilre>n of any budding
lncludrng fixed plant, lnstallatJon, wall, fence or other structure. or any
playground or nard standing;
c) the lnslallatron of elccmcat. mechanical or other servoces other than
necessary replacements, rcpa1111 and ma•ntcnance due to normal wear and lear·
d) the purchase of vehodes and olher se«-propeled mechanical eqwpment.
e) the installat1011 and equrpp•ng of premises wrttl lurnrsh•ngs end eQUipment,
other than necessary replacements, repairs and ma1ntonance duo to normal
wear and tear.
f) the lnstallatlon and eqUipping of promises w•th computo..,, netw01king for
computers, operating software and Information and communiCB!Ion technology
equipment olhe< lhan necessary updates 01 necessa'Y replatements. repaus
and marnler.anoe due to normal .. ..,as ar>d lear
g) tllo p!OVISIOO and equ•pp•ng ol premrses, .ncludcng playang r>elds and other
facaht1es for social actlvrtaes and phy!>ical recreation other than necessal"f
replacements, repairs and molntenanco due to normal woar and lear.
h) works of a permanent cnaractea other than the purchat<> t>r replacement of
minor day .. Jo*day 1~ems,
z 4 J.anu.af) :013 \I1J HOI'I·IIIIOi iJJZI;06 dacx YN I 0711fliZ·I!i.flO
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I) any majorrepajrs or reptaroments which a1e specllied as conshtut~ng capital
expenditure in any grant letter 1claling to them;
j) such other items (whether of a like or dissimrlar nature to any of the foregoing)
of a substantial or enduring nature as the Secretary of State may agree sball
constitute capijai ewpenditure for the purposes of this Agreemen~
k) all professional fees propeny and reasonably Incurred In connection with the
provision of any ofthe above;
I) VAT and other Iawes payable on any of the above.
·capital Grant• means grant paid to tbe Company In respect of Capital
Expenditure.
36) Where an Academy is to open in new premises, or Where eXisting premises
are to be substlrntlally refurbished or remodelled to enable I he Academy to open
In such pleJilises, the Secretary of Stale, may, In his absolute dlscrellon be
responsible lor meeting the incurred Capital Expendrture lor !hal Academy. To
that end. the Secretary ofSiate will consider providing funding in aocordance with
any arrangements as he considers appropriate.
39) Any Capijal Expenditure incurred In respect ol each Academy on which
Capital Grant payments are sought from the Secretary ot State will require the
specffic prior written agreement or the Secretary or State, which agre..ment shall
not be unreasonably withheld or de1ayed
'40) Any payment of Cap?.al Grant to the Company under this Agreement Is subjecl
to the fulfilment of the lollowrng conditions:
a) sucb grants are used solely to delray ewpenditure approved by the Secretary
ol State;
b) the Company certffytng and provid1ng evidence that all planning and other
consents necessary for lhe development and all related inlrastruc1ure to be
completed have been obla1ncd or put in piece;
24 Ja!luary 2013 v9 3•089/111107 l.l i2J S06.doc• VN I 07111l i1· 1S·OO
c) Any other conditions that the Seeretary of State may specify.
Arrangement& for Payment of Capital Grant
41) Capital Grant will be paid by the Secretary ill Slate to the Company on the
basJs of dairris for grant submitted to the Secretary of State In the notified format
with supportmg invoices and certificates as required by the Secretary of State. If a
rlispute arises as to whether a ctrum is or Is not acceptable both parties undertake
to attempt to resolve it in goad faith, In the event of such a dispute. the Seoretary
of State shall pay to the Company so much of the claim as shall not be in dispute.
General Annual Grant
41A) GAG paid by the Secretary of St.ate In respect of an Academy shall only be
spent by the Company towards the norm<>l running costs of the Academies.
42) Clauses 42A to 53 apply In respect at Mainstream Academies only
42A) GAG will be pa1d by the Secretary of Sb:Jte to the Company in orrler to cover
the normal running costs of each Mainstream Academy. These will Include, but
are nat limited to·
a) teachers' salaries and related costs (onduding full and part flme teaching staff
and seconded teachers);
b) non-teaching staff salaries and retaled costs (including pension
contributions, educational support staff, administrative and clerical starr end
manual and premises related staff),
c) employees' expenses;
d) the purchase, mamtenance, repair and replacement:
(i) ol leaching and learmng matenals and other educational equopment,
including boo~s. statloneoy and ICT equipment and software. sports
equipment and laboratory equipment and materials;
24Jonue<"/ 20t3 v9 J~OS91J/11071JIZI 506 ducx VN ) 1)1) 113 1:·15·0Q
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(i1) of other supplies and services:
e) examln~bon lees:
f) repairs. serv1c1ng and ma1ntenance of bu!ld1ngs (Including redecoration,
heating, plumbing, lightfng eto): maintenance or grounds (including boundary
fences and walls); cleaning materials and contract cleaning: water and
sewage: fuel and light (including fuel oll, solid and other 1\>el, electricity and
gas); rents; rates; purchase, maintenance, repairs and replacement of
fumtture and fillings;
g} insurance:
h) medical equipment and supplies;
I) staff development (Including In-service training);
.f) CtJJriculum development.
k) the costs of providing school meals lor pupils (including lhe cost of providing
free school meals to pupils who are ehg1ble to receJVe them). and
discretionary gran!l' to pupils to meel the cos.t of pupil support. Including
support for pupils witl1 special educational needs or disabilities (la~lng
account of the lacl that separate additional money will be av~llable for pupils
with statements of special educational needs),
I) 'i\dministrntion; and
m) establishm\ln1 expenses and other Institutional costs.
43) Subject ID clauses lo 51 -52, GAG for each Academy Financial Year for each
Mainstream Academy wililnclude:
a) funding equlvatent to that whtch would be received by a maintained school
w~h similar characteristics, determined by the Secretary of State and notified in
the Annual letter of Funding or Hs equivalent, laking account of the number of
pupils at each Academy;
24 ,January 2013 v9 J4039111t t 07ll m;o6_d"'"' VN I 07111312-li-00
b) fundrng In re•pnct of Junctions which would be carried out by the LA If each
Academy waS- a matntained schoo1.
44) The GAG for each A<:ademy Financial Year for each Mainstream Academy
will also include, payable oa a basis equivalent to that applied to maintarned
schools:
a) funding fo! mntters tor whrch It is nacessary tor !hal Academy to incur
exua COS1s, for as long as those costs arc deemed nccess·ary by lho
Secrelary of· Stale. and
b) payments in respect of further, specific grants made avartable to
maintained schools. where lhe relavant Academy meets lhe requisite
condrttons and cnterla necessary for a ma~nfaTned school to receive these
gran:s, such payments to be al the discretion of the Secretary of State.
45) Subject to clause 47, the basis of the pUpil number counl for the purposes of
determining GAG lor the Academy Financial Year in which a Mainstream
Academy opens shall be the same bas.1s as that used by !he Loco! Authority for
determimng the budget share of the predecessor maintah>ed school as ad)uste,d
by' numbers counted in any subsequent SChools Census, as determined by the
Secretary of State
4G) Subject to clause 47 the basis of lhe puprl number counl for the purpose of
determining GAG for a Mainstream Academy for Academy Financial Years after
the Academy Financial Year in which the Academy opens w~l be:
a) for the puprl number count lor pupils in Year 1 1 and below, the Schools
Census which is used to fund marnleined schools for lhe financial year
overlapping wilh lhe Academy Financial Year In question, and
b) for the pupil numDEir count for pupils in Year 12 and abo•te, lhe formula
which for the time being Is in use for maintained schools for the
calculation of puptl numbers for pupils in Year 12 and above for the
purpose of calculating !heir level of funding.
24 Jonuary 201 3 v9 J•0891 Ill !0713 12l506.~oox VN I 071113 12· 15-<JO
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47) Where either of the following conddions applies in respect of an Academy
Financial Year, the basis ol the pupil count shall be determined by the Secmtary
of State. taking account of any diseconomies of scale tllat the Academy w ill be
under as a result of such condrtion(s) applying. The conditions are:
a) not all ptan·ned YeariJroups will be present at the Academy (that Is, not
all the pupil cohorts relevant to the age-range of the Academy will have
some puprls present); or
b) the total number of pupils as measured in the Schools Census whrch is
used to fund maintained schools for the financial year overlapping wrth
the Academy Flnancml Year in question ls tess !han 90% of the planned
final size of the Academy. as specified in the Academy's Supplemental
Agreemen~ and has not at any previous time been 90% cr mom o f that
number
49) For any Academy Financial Year in which GAG lor a Mainstream Academy
has been caiCI!Iated in accordance with clause 45, no adjUstment shall be made to
the following Academy Financial Yeafs formula funding element of GAG for that
Academy to recognise vanation from the pupil count basis used.
49) For any Academy Financial Year in wlhrch GAG for a Mainstream Academy is
calculated In accordance with ciause 46, no adJustment will be made lo the
formula funding element In the following Academy Financial Years formula
fundrng element of GAG unle.ss the Company demonstrates to the salisfactron of
the Secretary or State that there lias been a significant impact on balances. For
any other element of GAG tt>e Secretary of State may make adjustments to
recognise a variation in pupil numbers from that used to calculate the element of
,grant in question; the basis of these Will be set out in the annual letter of funding.
50) The Secretary of Stale recognises that
a) in relation to Mainstroam Academies which open with Intakes representing
only a proportion of the final planned size of the Academy, payments based
simply upon the number oi pupils present are unlikelY to be sufficient to meet
the Academy's needs in the Academy Financial Years before all age groups
24 January 2013 \'9 l40$9/i/ IIO'IIJ!~I506.docx Vl' t 07llll t:!- IS.OO
are presenl at their planned size (the "Siart-ul> Period") becat:se of a lack of
economies of scale. The Secretary of Smte may pay an appropriately larger
GAG. in lhe Starl-up Perrod than would be justmed sole~( on the basis of the
methods S<!t oul in clauses 43-49. in order 10 enable lhe Academy 10 operate
effectively":
b) in relation to Mainstream Academies which open with pupils transferr-ed
from one or more mainlalned schools which have closed, additional GAG
resour.:es may be required to take account of lftlnsliional costs Including any
co&ts associated with supporting the Integration of pupns from lhe closed
schools and, where necessary. to off or a dual curnr;:ulum, If the Secretary of
State has indicateCI lhat such addrltonal GAG will be payable. the Company
will make a bid for this addition to GAG based upon need and providing
appropriate supporting evidence.
51) Ounng the Start-<Jp Period orduring ·the period when year groups are present
who have transferred from a predecessor school or schools, thll Secretary of State
W111 pay a further element or GAG additional to that calculaled in accordance with
the methods set oul1n clauses 43-49 to allow the relevant Mainstream Academy
to:
a) purchase a basrc stock of teactnng and learning matenals (including library
books, lext books. software, stallonery, science equipment and equipment far
physical education) and other consumable mateFials:
b) meet lhe costs associated wrth the recrultmenl and Induction or addmol181
teaching and other staff.
After the Start-up Per1od tl\ese costs will be mat through the ordtnary GAG.
~2) The Secrelary of State recognises that ir he serves notice of rntenllon to
terminate a Supplemental Agreement under that agreement the Intake or new
pupils during lhe not1ce period is hkely to decline ancr U1atln such circumstances
payments based simply upon the number of puptls attending tho retevanl
u Note 1hat a klrgec GAG for 1t'le St.a:rt..tJp Penod •s on:y 81JPIICOI>l8 oo Acadomlos-with appravnd Atai:!l!'my At:bon Plans. 24 J3nut).1'Y' 2013 v9 J40891i/11071.31~1506.duc.
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Mainstream Academy are unlikely 10 be sulficientto meet lhe Academy·s needs
during the noUce period. The Secrclary of Slate may undertake to pay a
reasonable and appropriately larger GAG wHh respect to that Academy In the
notice period than would be Justified solely on lhe basi's of lhe melhods set out in
clauses 43-49.1n or<ler to enable the Academy to opetate effectively.
53) T11e Socn~tary of State also recognises that if this Agreement or a
SUpptement<!l Agreement is termlnaled for any reason by eilher party tho number
oJ pupils at the relevant Mainstream Ac.adomy or Mainstream Academics is
likely Ia dechne In these cu-cumstances both partres undertake to attempt to
resolve Issues arising from such termination In good fallh and with the aim of
protecting !he interests and the education of the pupffs at the Academy.
54) Not used.
54AAA) Clauses 54AA to 54H apply in respect of Special Acadeniios only.
54AA) GAG wilt be paid by the Secretary of Slate lo the Company as a
contnbutton towards the normal runnrng costs of each Spe·cl.al Academy. Titese
will include, but are nol llmlled to
a. teachers' salaries and related costs (including full ;md pan lime teaching staff
and seconded teachers);
b. non~ teaching stafr salaries and Jelated costs (including pension contnbuticns,
educabonal support staff. administratrve and clencal staff and manual and
premises releled staff);
" · employees• expenses;
d. the purchase. maintenance, repair and replacement:
(i) of le'!ching and leamrng ma~rrals and other educational equ1pment.
including books, stationery and ICT equipment and saflwarc, sports
eqUipment and laborntory equrpment and materials;
(li) of other supplies and seNlc:es;
24 January 2013-vD J4~X9tl/1 1071ll2151)6;11•=
VN I 0711 13 l~-1.1-00
f. repairs, servicing and maintenanro c;>f buildings (lnclu~ing re<leccration.
heating. plumbing, lighlin!j etc); maintenance of grounds (including boundary
fences and walls); cteanrng materfalo and contract cleaning; water and
sewage; fuel and light (including fuel orl, solid and other fuel. eleclricity and
gas); rents; rates; purchase, m31ntenance. reparrs and replacement of
fumrture and fillings;
g. Insurance;
h. medical equipment and supplies;
I. staff dev.elopmenl(fnctudlng In-service training);
j. cumculum development:
k. the co5ls of providrng school meals for pupils (includ:ng llle cost of providing
free school meals to pup~s who are elfgible to receive them). and
discretionary grants to pupils to meet the cost or pupil support, Including
support for pupils with special educational needs or dlsabllilles (laking
account of the fact that separate additional money will be available for pupils
wrth statements of speCial educational needs):
l admmisrration; and
m. establishment expenses and other institutional costs.
54AJ Subject to clauses 54E - 54F, GAG for each Financial Year !01 each Special
Academy will include·
a) funding equivalent to that which would be received by a marntarned specral
school with similar cl1aractelisfics, determined by the Secretary o' State and
notified In lhe Annual Letter of Funding or its equivalent taking account of the
number of pupils at each Academy;
b) f\Jndmg in respect of functions which would be earned out by the ~ if eacll
~demy was a maintained special schooL
24 January 2013 vs l4089ilr 1107131 ~I !06.docx VN l ll71 113 12-lS-00
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5.48) The GAG lor each Academy Financial Year for ench Special Academy will
also Include, payable on a basis equivalent to thai applied to maintained special
schools:
a) funding lor matters for which it Is necessary for that Ac.ademy to Incur extra
c<ists, lor as long as I hose oosts am deemed necessary by the Secretary of
State; and
b) payments In respect of further, specific grants made available t11 maintained
special schools, where the relevant Academy meets tho roquis~e conditions
and criteria necessa1y ror a maintained school to receive these grants. suc.h
payments tO be at the discretiOn olthe Secretary of State.
54C) The Secretary of State will detemme GAG for each Special Academy lor
each Al:ademy Funding Year The determinations will be made taking Into
account relevant factors. Arrangements for this will be set out in the Annual Letter
i>l funding or its equivalent.
540) The Secretary of State may make provision, within his absolute discretion,
lor GAG to be adjusted in-year If the number of pupils attending the relevant
academy at specified dates exceeds or falls below thresholds specffied by letter,
Arrangements lor this will be set cutin the Annual letter ol Funding.
54 E) n~e Secretary of Stat<> recognises that a larger GAG may be appropriate to
meet additional costs dunng the start-up penod. and may pay start-up grant. on a
basis determined by h1m, during that period, the length ol which v~ll be shpulated
in the Annual letter of Fundingu
54F) The ~ecretary of State recognises that ff ha serves notice of Intention to
terminate a Supplemental Agreement. tho intake of new pupols dunng the notice
penod is likely to decline and thai in such cin::Umstani:e.s payments based on a
number of places related to the number of pupols· attending the relevant Special
Academy are unlikely to be sufficoent to meet the Academy's neeqs dunng the
natii:e periOO.. The Seaetary of Stale may undertake to pay a reasonable and
'""Note Uia:t a: larger GAG ft:lt U'!e Start·lJP Penod Is on~y ePUiiQ'I~ to A!:ademles w1th approved ~demy AClion PI011t 24 January2n13v9 ) J089/I/11071J 121506.docx VN I 071113 11-13-00
appropnatcly larger GAG with respect to that Academy In the notice period than
would be justified solely on the basis of the methods set out In clauses 54A-540,
In order to enable the Academy to operate elfocllvely.
54G)The Secretary of State also recogmses that If lh1s Agreement or a
Supplemental Agreement Is terminated for any reason by either party the number
of pupils at the relevant Special Academy or Special Academies ls likely to
decline. In these clrcumslances both parties undertake to attempt to resolve
Issues arising from such tennlnation In good faith and w~h the aim of protecting
the interests and the education of t11e pupils at the Academy.
54H) Not used
541) Clauses 54J to 54P apply in respect o f Alternative Provlslon Academies
only
54J) GAG will be paid by the Secretary of State to the C.ompany as a contribu11on"
to the normal running casts of !he Altem atlve Provision Academy These will
mdude, but. are not hm1ted to;
a) teachers' salaries and related costs (inctud1ng full and part lime teaching s:aff
and &econded teachers),
h) non-teaclllng staff !>atarlcs a~d related L'OSis (Including pension
contributions, educational supp·ort s!<lff, administrative and clerical stall and
manual and prem1ses related ataff);
c) employees' expenses:
d) lne purchase. maintenance, repair and replacement:
(i} of leaching and teaming materials and oU1er educational equipment,
including books, stationery and lCT equipment and software. spoi\S
eqwpmenl and laboratory eqwpment and materials,
~ ~ Tne e'!tent ot any such conrrrout10n ro-be wubin tho absoliJ!e d!screbof'l Df the Seae~ of State.
24 Jonua<y20t3 v1l 3.10&9/1/1 107131 ~I SM.duc., VN I 07111J tZ·IS-00
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(II) of other supplies and serv1c:es;
e) examination fees;
I) repaus, servielng and maintenance of build10gs (Including redecoration,
healing, plumbing, lighllng etc); maintenance of· grounds (Including boundary
fences and walls): cleanin9 matenals and contract cleaning; water and
sewage; fuel and light (Including fuel oil, solid and oU1er fuel. electrictly and
gas); rents; rates; put'Chase. maintenance, repairs and replacement of
fumrture and fittings;
g) 10surance.;
h) medical equipment and supplies:
i) statf development (fncludmg in--service trarning);
J) curriculum develcrpment;
k) !he costs of providing school meals for pupils (including the oosl of providing
free school meals to pupils who are eligible to rece1ve them), and
disqetion<~ry grants to pupils to meet the cost of pupil support, Including
support for pupils with spec1a1 educaf.onaf needs or diSabilities (taking
account of lhe fact that separate addiHonal money will be available for pUpils
wHh statements of special educational needs);
I) admlnistratron: and
ml establishment expenses and other institutional cost:;,
54K) Subject to claus~ 54M, GAG for each Ac?demy Financial Year for each
Allornativo Provision Academy wllllnctude:
a) funding determined b,y the Seeretary of State and notified in the Annual
lener of Funding or its equivalent, taking aoc.ount of the number or pupns
and/or places al l he Alternative Provision Academy;
b) funding in respect of functions which would be carried out by the local
authority if the Alternative ProvrSion Academy were a mamta1ned school. 2< J•nuaty 2013 v9 J.I08911/t l 071J 121506 dll<> VN I 071113 l !·ll·OO
c) funding for mauers for which it Is necessary for the Alternative Provision
Academy to mcur extra costs, tor·as long as those ccssts are deemed
neces!H3ry by the Secretary of State: and
d) payments in respect of runher, specific grants made available to Pupil
Referral Units ma1ntaine<l by the local authcnty, where the Alternative
Provision Acadamy mB-ots the requisdo concfitiQns and criteria necessary for
a Pupil Referral Uml maintained by lhe local authority lo receive these
gr~nts .
54l) For each Altornativo Provision Academy, the Secretary or State will
determine GAG lor each Academy Finandill Year, The determination will be ma<1e
laking into account relevanl factors. Arrangements for this will be set out in lhe
Annual Letter of Funding or its equivalent
54M) For each Altomative Provision Academy, the Secretary of State may
make provision, wdhin his absolute discretion, for GAG to be adjusted In-year II
the number of pupils allend1ng the relevant Altemallve Prov<sion Aca<1emy at
spe.cffied dates e •cee<1s or falls belo.w thresholds speoifoe<l by letter.
Arrangements for !his will be sot out In the Annual Letter of Funding or Its
equivalent
54N) The Secretary of State recogmses that If he selVes nollce ol mtent<on to
t<irml~ate this Agreement. the Intake otnew pupils durlng the notice penod Is likely
to dechne and that in suc:ll circumstances the tOial income or the relevant
Alternative Provision Academy is unlikely to be sufficient. In such circum~lances
payments based simply upon !he number of pupill> attending !hal Academy am
unlillely to b,e sufficient to meet the Academy's needs dunng the not<m period
Tht> Secretary or Stale may undertake to pay a reasonable and applop,iately
larger GAG whh respect to the Alternative Provision Academy in the notice period
than would be jusblle<l solely laking into account !actors at clau~e 54J In order to
enable the Altemalive Provision Academy to operate effectively.
540) The Secretary of State also recognises thai If this Agreement is lellllinated
tor any reason by either party the number of pup<ls at the relevant Alternative
Provi sion Academy I• lrkllly to decline. In tl1ose circumslances both par1ies
24 Jan.-uary 2'013 v9 340&?11/J 101131 21106.doax VN t 0711 I) 1"·15·00
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under1ake to attempt to resolve issues arising from such termination in good faith
and wil/1 the aim of protecVng 111e hlteresiS and the educotion of the pupils at the
Alternative Provision Academy.
Earmarl<ed Annual Grant
55) Earmarked Annual Grant (' EAG' ) may be pard by the Secretaoy of Sl.a\e to the
Company In r·espect of either Recurrent Expendrture or Capital Expendrture for
such speclfic purposes as may from lime lo lime be agreed between the Secretaoy
of State and the Company and as descnbed in the relevant funding letter. The
Company shall only spend EAG In accordance with the SQlpe, terms and
conditions of the grant set aut In the relevant fundrng letter.
56) Where the Company is seeking a speciflc EAG ln relatiOn to any Academy
Financial Year. it shall submit a lener outlining riS proposals and the reasons for rta
request to the DIE.
Arrnngcmcnts far Paymont of GAG and EAG
57) The Seae.taoy of Stale shall notify the Company at a date preceding ihe start
of eactl Academy Financial Year of the GAG and EAG figures in respect of each
Acade!l1Y which. subject to Parhamentary approval, the Secretary of State plans
for that Academy Financial Year and of the assumptions and fogures on which
these. are based.
58) If GAG or EAG is calculated incorrectly due Ia a mistake of the Secretary of
State then·
a) If this leads to an undefJ)ayment of GAG, the Secretaoy of State will correct
the undarpayrnen1 in subsequent Academy Financial Years,
b) If ·this taads to an overpayment of GAG, the Secrelary of State reserves the
right Ia recover any overpaid grant In subsequent Academy Financial Years,
as appropriate, having considered all tho relevant circumstances and taking
1nto account any representations from the Company.
2.C Janunry 2013 v9 l ·Ul89/lll l 0713121506 <Ill<~ VN I 071 I Jj IJ-JS.(lO
59) If GAG or EAG Is calculatnd incorrectly oocause lhe Company provides
incorrect Information to the Secretary or State then:
a) if this leads to an underpayment of GAG. the Secretary of Slate may correct
the underpayment 1n subsequent Academy Financial Years;
b) d thiS leads to an overpayment of GAG. the Secrela'Y of State reseNes the
righi to recover any overpaid grant in subsequent Academy Financial Years, as
appropriate, having considered all the relevant circumstances and takmg Into
account any representations from il)e Company.
60) The amounts of GAG for an Academy Financial Year wm be determ1ned
annually b,y the Secrela'Y of State. The amount of GAG for each Academy for the
initial Academy Financial Year will be notified to the Company in a funding tetter at
a date preceding lhal year. For subsequent years the amount of GAG W111 be
nolified to the Company In a funding le tler preceding lhal Academy Financial Year
(lhe 'Annual letter of Fund1ng''). The Annual Letter of Funding will not inctudetlle
amount that the Company will recefve In respect of granls for which information to
enable timely calculation is not avanable or is incomplete. such grants will be
notified as soon as practicabla lotar in the yea• Amounts of EAG will be notified
to Ute Company whe;e••er possible In the Annual letter of Fund1ng or its
equivalent as soon as practicable thereafter
61) The Secreta'Y of State underta~es to pay GAG 10 monthly Instalments on or
betore lhe twenty·fitlh day of each month, cacl] such lnstal111efll 10 fund the
salaries and other payroll costs for tile relevant month of all monthly paid
employ~ and all other costs payable durrng lhe next following month. The
delalled arrangemenls lor payment will be s<)t out In the Annual letter of Funding
or its equ,vatent.
Other relovant funding
62) '"Not used.
16 NOTE For M;aim;;tref!m Aeademies. or SpociJII AC-ilden,let; Wltn approved Acnaamy Acnon FI:Jns SCG tlt'PfOP•iate warding to ba arwtuded as tet oulln Sechan 8 or the Appendl't OOio-.v 2·1 Janui)fy 201lvl) J40H9; 1/IIQJU t2l ~IM.d<JO>
VN 1 Q7111J 1:· 15·0Q
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6ZA) Wlfh regards to an Alternative Provision Acadomy, the Company may
apply to the· Secretary of State for financial assistance In relation to proposed
redundanc:es \hat it may make. On an application to the Secretary of State, he
may (at hiS absohJ1e dis<:retion) agree to meel a proportion or the Company's
costs arising from llle inclusion or Academi011 in the Schedules to llle
Redundancy Paymerrts (Conbnuily of Employment in local Government)
(Modification) Order 1999. In response Ia an application lor financial assistance,
the Secretary of Stale may agree to meet the costs of the employees' prior eligible
service. being service prior to the opening of the Alternative Provision Academy,
but the Company will be required lo meet the costs ol service afuor the opemng of
the Academy
63) The Secretary of State may meet cosls Incurred by the Company In
connecfion with the transfer of employees from any predecessor SChool under the
Transfer or UndeJ1aktngs (Protection of Employment) Regulations 2006 Payment
or grant in respect or such costs is to be agreed bel\'.-een the parties on a case by
case bas1s and tile Company shall nol budgel on the basis that It will receive any
grant in respect or such cos'.s unless h is specificallY notified that such grant will be
paid,
64) n1e Company may also receiVe funding from an LA in respect of the provision
detailed in slalemenls ct SEN lor pupils attending an Academy in accordance willl
the provisions or Section 483A crt the Education Act 1996 and regulations made
under thai section. The Company shall ensute mat all ptovision detailed In
statements of SEN is provided for such pup1ls.
65) Not used
FINANCIAL AND ACCOUNTING REQUIREMENTS
Genaral
66) The Company shall appoint an Aocount1ng Offfcer and shall notify the
Secretary of Stale of that appointment
24 JQtluary 2.01 J \f9 34089/1/1 107 13 1~ tS06.ducx VN I 07 1 1 1l i~-15-00
67) In relallon to t~e us.e of grant paid 10 I he Company by I he Sec1etary of State,
the Company shalt abide by the requirements of, and have regard (o th<l guidance
on, the Academies Financial Handbook published by lhe DIE and amended from
time to time and as modified lo tai<e account of lhe. fact thai the Company
manages mom ltlan one Academy whiCh sets out in detail provisions for the
financial managamenl of each Academy including guidance on financial syslems
and controls and accounting and reporting ~uirements, In so far as these ~re not
inconSIStent with any aocountmg and reporting requirements and guidance that rt
may be subject to by vinue of ils being a charily.
G7A) The Company shall abide by tho requlmments of tile current 16 to 19
Funding Guidance published by the Secretary of State and as amended from time
to time, or suCh other guldapce on 16 to 19 funding issued by tile Secretary of
State as may from time to lime be applicable, in respect of any of ils provision for
persons who are above compulsory school age until the academic year in
which ttiey reach the age of t 9.
68) The formal budget plan must be app10ved each Academy Financial Year by
the Directors of the Company.
69) Any payment of g"'nt by ·the Secmtary of State In respect of each Academy is
subJect to hiS berng satisfied as to the fulfilment by the Company of tho followmg
conditions:
a.) in Its conduct and operation It shall apply financial and other controls which
conform to the requirements bOth of propriety and of good financial
man.a9ement;
b) anangements have been rna.de to maintam proper accounting records and
thai statements of income and expenditure and balance sheets may be
producell In such form and freq(lency as Ule Secretary of State may from
limo to Hme reasonably dlrect;
c) in addition to the obligallon to fulfil the statutory requirements referred to In
sub·clause f) below, the Company shall prepare its linanc<al statements,
Directors' report. Annual Accounts and rts Annual Retum for each Academy
24 JanUOf'/2013¥9 34089:t/1101H t11506_d,= VN I 07tll} 1~-15·00
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Financial Ye<~r in <~ccordance wilh tho Statement ol Recomme<1ded Practice
as issued by the Charity CommJssion and updated from time to time as if the
Company was a non·e:xempt Charity and/or in such form or manner and by
such date as the Secretary ol Slate may reasonably dilecl and shall file
these with the Secretary of State and the Principal Regulator each Academy
Financial Year;
d) a stalement of the accounting policies used should be sent to the Secretary
of State with the financial statements and should carry an aud~ re'port slating
that. in the oplmon or the auditors. the statements show a true and fair view
of the Company's affairs and that tile grants were used for the purposes
intended;
e) the Company shall ensure that its accounts are audrted annually by
mdependent auditors appointed under arrangements approved by the
Seq-elary of State:
f) the Company prepares and files with the Companies Reg.tstry such annual
accounts as are required by the Companies Act 2006;
g) the Company shall publish on Its website it!; Annual Accounts, Annual
Report, Memorandum, Articles, Funding Agreement and a ~st of the names
of the Directors of lt1e Company , and
h) the Company Insures or procures Insurance by another person of its assets
in accordance with normal commercial practice or under the terms or any
subsisting leases In respect of the leasehold interest of the site upon which
each Academy Is s~uated.
70) In addition. and at his expense, the Secretary crf State may instruct auditors to
report to him on the adequacy and effectiveness of the aoce~unting systems and
Internal controls maintained by the Company to standards determined by the
Secretary or State and to make recommendations for Improving the r.nanclal
management of the Company
24 J.al'f!J3Jy 20 tJ \'9 HOK?i l/ 11 07131!1506.d"'"' VN I 071 1tll1-t~O
71) The b¢oks of acoounts and all relevant records, flies and reports of Ule
Company Including thoro reta1ing to financial controls. shall be open at all
reasonable times to offic<als of ltte DIE and the National Aud<t Off<ce and to
contractors retained by the DfE or the National Audrt Office for inspection or the
carrying out or value fot money studies: and the Company shall secure that those
officials and contractors ate given reasonable assistance with U>elr enquiries. For
the purpOses of this dause 1relevanf means in any way relevant to the provision
and use of grants prov;ded by the Secretary of State under this Agreement~
72) The Company shall subm<t lnformahon in relation to the finances of each
Academy to the Secretary of State in accord~nce with the requirements of the
Academics Financial Handbook as amended frofT1 time to time1 or as othefWise
spec~Red from bme .to time by Ule Secretary of State.
73) AI the beginnmg of any Academy Financ<al Year the Company may t>old
unspent GAG for any Academy from previous Academy Financial Years
amountmg to such percentage (if any) as tor the lime being specified in the
Academies Financial Handbool< or otherwise as the Secretary of State may
specify by notice in writing to t11e Company prior to the beginning of that Academy
Financial Year of lho total GAG p<>yable for the P,.ca~emy In the Academy
Financial Year just ended or such higher amount as may from lime to lime be
agreed. The Company shall use such earned forward amount for such purpose,
or subject to such restriction on Its use. as for the time being specified on the
Academies Financial Handbook or otherwise as the Secretary of State may
speedy by nobca in wntinglo the Company.
74) Notwithstandmg clause 7.3 any addrtional grant provrded over and above that:
a) set out 1n clauses 43·49 ln relation to Mainstream Academ ics -and made ~o
accordance with clauses 50-52 may be carried (Orward without lrmitallon or
deduction until the Start-up Period or the circumstances set out In clause 52
come to an end.
b) set out in clauses 54A-540 in relalron to Special Academies and made tn
accordance 'l)lrlh clauses 54E·54F may be carried forward wr.houl llmrtalton or
2._ January 2013 v9 HO~WIIt 1071312150/, dnc• VN I 0111 13 "-IS·OO
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deduction until the Start-up Period or the circumstances sel out in clau~e 54F
come to an end.
c) set out in clauses 54K-..S4M in relation to Alte-rnative Provision Ac.ademins
and made In accordance wijh clauses 54N may be carried forward without
llmltat•on or deduction until the circumstances set out in clause 54N come to an
end
75) Any unspent GAG nat allo-Ned to ba camad lonvard under clauses 73-74 may
be taken mto account tn the payment of subsequent grant
75A) GAG pa1d by the Secretary of State shall only be used by the Company lor
the educatlonal charitable purpose of advancing for the public benefit education in
ll\e Unltec:l Klngc:lom. in particular but without prejuc:llce to ll\e generality ol the
foregoing by ""tablishlng, maintaining, canyrng on, managing and developing
Acadamies offering a b road and balanced curriculum. Such fund• shall not be
used by the Company lor any other charitable purpose without the prtor written
consent or the Sectetary of State. except where the use of such funds for that
charitable purpose Is merely Incidental to their uso for the educational charnable
purpoll!' of advancing lor the public benefit education in the Umted Kingdom.
76) The Company may also sp13nd or accumulate funds frorn pnvate sources or
public sources other than grants from the Sectetar'y of Stale lor application to the
benefit of an Academy as it sees lit. Any surplus arising from private sources or
public sources other than grants from the Secretary of State shall be separately
Identified in ll\e Compan'{s balance sheel
77) The Company shall not, in relation to assets or property funded (whether In
whole or In part) by lhe ~Secretary ol State or otherwise coming wlth1n the meanmg
of publicly funded land as defined by paragraph 22(3) of Schedule 1 to lhe
Academies Act 2010, without the prior written ccnsent of ll\e Secretary of State
which shall not be unreasonably withheld or delayed;
a) except such as are g1ven in normal contractual relations.. give any guarantees. lndemmties or letters of comfort above a value as tor the lime
being specified in the Academies Rnanc!al Handbook or otherwise as lhe.
24 Jill,uary 2013 v9 J~OI9/ I/I i 07tll215U6.docx VN I 011113 1~-1~0
Secretary of Slate may specify by notice in writing to the Company from time
to time~
b) vmle off any debts or llabllilies owed to ft, nor offer to make any ex gFalia
payments (such as stall severance or compensation payments), above a
value as for the time being specl!fed In 111e Academies Financial Handbook
or otheiWise ·as the Secretary of State may specify by notcce tn wrcUng to tile
Company from lime to lime;
c) except as may be permitted In the Academies Financial Handbook or
olllerwlse as the Se<;retary of State may speciTy by natice in wnting to the
Company, make any sale or purchase of or otherwiSe diSpose of freehold or
leasehold property InclUding_ en\eling Into a contract to dispose of land or
granting an option to acquire an mterest in land; or
d) take up any leasehold or tenancy agreernent [or a term exceeding three
years.
78) The Company shall provide 30 days' pnor written nobce to the Secretary of
State, wnether or not tho circumstances require the Secnrtary of State's consent,
of its intention to:
a) grm any guarantee$. indemnities or letters ot comfort:
b) wrrte orr any debts o•ve<llo ctor ofler to make any ex gratia payments:
o) make any sale or purchase of or otherwise dcspose or free~Qid or leasehold
property including entering Into a contract to dcspose of land or granting an
option to acquire an lnlereslln land, or
d) take up any leasehold or tenancy agreement for a lerm exceeding three
years
79) Each discovered toss of an amourit exceectin!Jihe amount tor the lime being
specified by lhc Secretary of State and anstng from suspected theft or traud, shall
be reported by I he Company to the Secretary of State at I lie r.arliest opportunity.
24 J31"!u.afy :!013 1/9
i 408'JIIII107U i l1S06 ~'"" VN I 071t !J 12-IS·OO
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80) llrs the responsibilrty of the Company 1o ensure that each Academy b&lances
its budget from P,.cademy A nancial Year to Academy Financial Year. For the
a~oidance of doubt, this does not prevent the Company trom;
a) subject to clause 73. carrymg a .surplus from one Academy Financial Year to
the next; or
b) carrying forward from a previous Academy Financial Year or Academy
Financial Years a sufficient surplus or sufrlclenl cumulative surplus~s on
grants fro.m the Secretary of State to meet an in-year deficit on s uch grants
in a subsequent financial year; or
c) incurring an in-year deficit on funds from sources other than grants from the
Secretary of State rn any Academy Ananclal Year, provided it does no! aHect
the Company's responsibility to ensure that the Company balances its
overall budget from Academy Financial Year to Academy Financial Year
BOA The Company shall abide by the requirements of and have regard to the
Charrty Commission's guidance to Charities and charity trusrees and In particular
Ure Charrty Commissron's guidance in Protecting Charities from Harm ('the
compliance toolkit'). Any references In this document whi ch require charily
trustees to report to the Charily Commission should instead be interpreted as
references to report to the PnnC:lpat Regulator.
Borrowing Powers
81) Except as may be permrtted by the Academ1es Financial Handbook (and
ame11ded from time to lime) or otherwise as the Secretary or State may specify by
notice in writing to tne Company. the Company shall not borrow against or so as to
put at risk prorerty or asse!S funded (whether in whole or in pan) by the Secretary
of Stata without specific approval of the Secretary of State, such approval may
only be granted in lrmite<J ctrcumslances. The Company shall nat operate an
overdrafl except to cover Irregularities in cash now Such an overdraft, and the
ma><imum amount to be borrowed, shall require approval by the Company in
General Meeting and in wnling by the Secmlary of State. and shall be subjecl to
any conditions Which the Secretary of State may reasonably impose.
2d Jor.ua,Y 2013 Y9 34U39/I/11071l l 21506.doc> VN I 071 11 l t~-15·00
82) The Company shall provide 30 days' wntten notice to lha Secretary of State of
ils lntenlion to boiTOw, whether or not such borroWing requ~es the Secretary of
State's approval under clause 81 above.
Disposal of As-sets
83) Where the Company acqu1rcs assets for a nil consideration or at an under
value it shall be treated for the purpose of this Agreement as havmg incurred
expmuliture equal to the matket value of U•ose assets at the time that they were
acqUired. Thill provision .shall not apply to assets transferred to the Company at
n1l or nominal consideration and which ~ere previously used for lhe purposes of
an Academy and/or were 1/ansferrod from an tA, the lllllue of which assets shall
be disregarded.
84) The sale or disposal by other m'itans, or reinvestment of prooeeds from the
cfiSposat. of a capital asset by the Company shall require the consent of 1t1e
Secretary of Slate, such consent not to be unreasonably withheld or delayed,
where:
a) the Secretary of Slate paid caprtal grant In excess of the value for the time
being spe<:ified by the Secretary or Stale for the auet; or
b) the asset was transfeNed to the Company from an tA for no or nominal
consideration
85) Furlhermore. reinvestment of a percentage of the proceeds of disposal of a
cap1lal asset paid for with a caprtal grant from tha Se<;retary of State shall require
U'e Secretary or State's con$ent in the circumstances sot out above and
reinvestment exceeding lhe value for the time be1ng specrlied by the Secretary of
Slate or with other special features will be subject to Parliamentary approval. The
percentage of the proceeds for which consent is needed is the pe<centage of the
initml pnce of the asset whit:h was paid by capital grant from the Secretary of
State.
66) This clause applies In the event, during the lifetime of this Agreement, of the
diSposal of a capital .asset for which capital grant of eny amount was po1d by the
2~ Jan-uary2013 v9 l 41JSQ/1111 07t3tl1S06 dnex VN I 071l ll1:-15-011
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Secretary of Stata, where the assai was acquired by tho Company In this .;:vent,
the Company shall repay Ia lhe Secretary of State 1M same proportion of lhe
proceeds of the disposal as equates wllh the proportion of the anginal cost met by
the Sec:etary of State, unless the Secretary of Stale agrees to some or all of the
proceeds being retained by the Company for Its ·chantable purp<>ses.
87) This clause applies· in lhe event, during the lifetime of !his Agreement, lhatlhe
Secretary of State consents to lhe disposal of an asset which was transferred to
the Company from an LA l or no or nominal consideration. In lhis event the
Sec:elary of State may give consent on the basis that all or part or lhe proceeds or
the disposal should be made o\113r to the LA from which the asset was transferred,
·taking into account lhe amount of !he procee<fs to be reinvested by the Company.
The Secretary of State will have regard to any representations from tile Company
and the LA from Which the asset was transferred before giving consent under this
clause.
88) E'~ccpt with the consent of the Secretary of Slate, the Company shall not
dispose of assets funded (whether In whole or in part) by the Secretary of Stale far
a ccn51demtion less !han lhe best price !hat can reasonably be obtained, such
consent not to be unreasonably withheld or delayed.
89) The Company shalf provi(la 30 days' written notice to the Secretary of Slate of
tts intention to dispose of assets for a oonsiderallon less lhan the best price !hal
can reasonably be obtained, whether or not such disposal re-quires the Secretary
of State's consent under clause 68 above.
TERMINATION
90) This Agreement shalf commence en the date hereof and continue until
terminated In accordance wtth clause 91 or until all Supplemental Agre<lmenls
have terminated.
911 The Secretary of State may at any time by nollce in wriling mrminale this
Agreement and each of the Supplemental Agreements such terminabon to take
effect on the date of lhe nclice, on ihe occurrence, or whete In his reasonab~
opinion there is a serious risk of occurrence. of any of the following events:-
24 January 2013 \•9 J408911/ l1071ll1t506.dou \'}II 071113 t2-IS·OO
a) the Company calls a meeting of ils creditors (1/jhether formal or Informal) or
enters into any composst1on or arrangement (Whelhor formal or informal) with Its
creditors; or
b) tho Comp;>ny proposes a voluntary arrangement within Socbon I of the
Insolvency Act 1986 (as amended); or
c) the Company is uroble to pay rts detrts within the meaning of Secllon 123 of
!he Insolvency Act 1986 provided lhal, for the purposes of lhfs Clause, Section
123 (1)(a) of U1e Insolvency Act 1983 shall have effect as if the amount of
£10,000 was subslituted for £;750, The Company shall not be deemed unable to
pay its debts for the purposes of thrs clause if any such demand as is mentioned
In I he sakt Section is being contested In good faith by the Company; or
d) lhe Company has a receiver and manager (with the exception of Receivers
and Managers or lnlerrm Managers appointed by the Charity Commission under
the Charitie.s Act 2011 or any subsequent r~nactment of that Act),
administrator or admrnistrntive receiver apporntcd over all or any part or Its
under1a~ings, assets or on come: or
e) any distraint, execution or otner process Is f<avied or enforced on any of the
Company's property and is not paid out, withdrawn or discharged wrthln r.ncen
Business Days; or
f) the Cr;>mp~ny l>as passed a tesoluUon lot its winding up, or
g) an order Is made ror tile winding up or administration of the Company.
92) The Company shall notify tho Secretaty or State as soon as possible ar.er
recetvlng any petition which may rasult In an order for the winding up or
admtnistration of the Company and shall provide an explanation to the Secretary
of State or lhe clrctJmstances giving rise to the service of such a petition_
93) Not used.
Chango of Control
93A) The Secretaty ol Stale may at any time, subject to cl<luse 93C) below.
2 4 Jornrart20 t 3 v1l H089/IIt l Olt l 1~1 S06.docx VN 1117111J t ; . t5·(1Q
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terminate this Agreem10nt by notice In writing to the Academy Trust such
termination to take eHect on the date of the no!ice in the event that there is a
change:
(a) in the Control of the Company;
(b) in the Control of a legal entity U>al Controls the Company.
Provided that where a person ('P') is a member or d~rector of the body corporate
(as a rorpQration sole or otherwise) by VIrtue of an office, no ohango of Control
anses merely by P's successor becoming a member or director in P's place.
938) The Company shall notify the Secretary of State In writing of any change or
proposed change of Control with1n the meamng of clause 93A) above, as soon as
reasonably practicable after it has become aware of any such change, or
proposed change, of Control.
93C) V\'hen no~fying the Secretary of State runher to c1ause 938), tM Company
may se~k the Secretary of State's agreement that, rf 1>c is satlafied that the person
assuming Control Is suitable, he will no1 in those circumstances exercise his right
to terminate this Agreement funher to clause 93A).
94) Not used
GENERAL
Information
95) Without prejudice to any other provision of this Agreement, the Sacratary of
State actlng reasonabfy may from lime Ia lime call fot Information on any
Mainstream Academy or Spe<:ial Academy relat~ng to, but not reslnc1ed to, the
following matters:
a) curriculum;
b) arrangements lor the assessment or pupils;
24 January 20l3 v9 l403911/ IIQ7lll l 1506.<k><x VN I 071113 12-lS.OO
c) teaching staff Including numbers, quahr.cations, experience, salanes, and
teaching loads;
d) class sizes;
e) outreach work with other schoots·and lhe local community:
f) operallon of the admission criteria and over subscripllon arrangem~hts for the
Academy including numbers ol applications for places and the number and
characteristics of pupils accepted for admission - for Mainstream Academies
only:
g) num)>ers of pupils excluded (including permanent and fixed term exclustons):
h) levels ol authorised and utr.tuthorised attendance:
I) charging and remissions policies and the operation oflhose P,Piicies,
j) organisation, operation and building management;
k) financial controls:
I) complianoo with the requirements or lhe Charity Comm,ssion's guidance to
charities and charity trustees and In parttcular1he Chanty Commission's
gutdance In the Profecbng Charities from Hann ('the compliance toolkit') and
In CC9; Speaking Out, campaigning and Political Acllv~tes by Charilles. as
amended from Ume to time; and
m) membership and proceedings of the Company and the local Governing
Body together with any other relevant tnlormalion concemmg \he
management or governance of lhe Academy y.ol'tith, subject to clause 99), Is
reasonably necessary for tile Secretary of State to carry out his functions
generally and in relalmn to this Agreement or the relevant Supplemental
Agreemenl
95A) Without prejudice to any other provision of this Agreement, the Searelilry of
State acting reas<:lnabty may from lime to lime call for information on any
~4 January 2013 ~9 340&?, t l ltu71li~JSOo.ducx
VN I 111111) 11·t$.jj0
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Altomativo Provision Acadomy relating to, but not reslrided to, the foliowmg
matters~
a) curriculum and U1e provision generally (including specifically ror SEN pupils);
b) arrangements for the a~sessmenl of pupils and any information about pupil
progress·; achievement and attainment;
c) staff lndudlng numbers, quahficahons, expenence, salaries, and teach~ng
loads;
d) class sites and pup! I organlsaflon;
e) outreach wor1< wrth other schools and the local communrty:
0 aperatton of the referral and reintegration processes ror lhe Alternative
ProVISIOn Academy mcludlng numbers of requested refemlfs. the number of
refertals that have been refused and the reasons for the refusal In each case
and U1e number and characteristics or pupils·accepted for admission and
destinatronsloutcomcs of pupils/former pupils;
g) numbers of pupils excluderl {including permanent and fixed lerm exclusions),
charactenstics or pupils excluded, reasons for exclusions. outcomes of any
Independent review panels:
h) levels or autnorlsed and unauthorised absence;
I) charging and remissions policies and the operation of those pohcles;
j) organisabon. operation and b.ullding management.
k) financial controts:
I) compliance with the requirements of the Chartly Commission's guldanell to
charities and chariW tnJstoos and In particular the Charity Commlssion·s
guidance in the Protecting Charities tram Harm ('the compliance toolkrl') and
in (CC9): "Speaking Out: Gurdance on Campaigning and Polrtical Adiviue·•
by Charities•. as amenderl from time to lime: and
m) member~hip and proceedings of the Company and Local Governing Body
togeU1er w~h any other relevant Information concerning IJle management or
governance of the Academy which, subject to clause 99), Is reasonably
nece·ssary for 1he Secretary of Stare to cany out his functions generally and
in reJation to this A{Jreement or the relevant Supplemental Agreement.
24 January 2:013 \'9 34039tll 11071 J 121506.duc• VJo1 I 07JIIJIJ·15-QO
96) The Company shall make such information available to the Secretary of State,
In suoh form and manner and at such Urnes as may reasonably be required. The
Secretary of State shall provide the Company With such information as it may
reasonably require of hlm for the running o f an Academy.
Accnss by tho Sec rotary of Stain's Officers
97) The Company shall allow access to the premiSes of nny Academy at any
reasonable time to DIE offiCJals. All records, files and reports relabng to the
running of the Company and eacll Academy shall be available to them at any
reasonable lime. The Company shall provide the Secretary of State in advance
with papers relating to each Academy prepared lor meebngs of the local
Governing Body, or the Company's directors and of the members or the Company.
Two DIE officials shall be entrtled to artend aod to speak at all such meetings, but
shall withdraw from any discussion of an Academy's or the Company's
relationship wrth.the Secretary of State or nny discusSlon of bids lor funding to the
Sectetary of Stale. The Company shall lake any steps which are required to
secure its compnance with lhe obligations imposed by this dause of this
A,greement,
98) 'llle Company shaU ensure that:
a) the agenda for fivery meeting or the relevant Local Governing Body and the
Company's directors;
b) the draft minutes of every such meeting, if they nave been approved by the
person acting as chairman of that meeting:
c) the signed minutes of every such meet.lng; and
d) any repon, document or other paper considered at any such meeting,
are made available fer inspection by any interested party at the relevant A.cademy
and, ns soon as [s rcasonabty prncticable, sent to the Secretary of State upon
requesL
24 Janu:.Jty 2013 \19 340891 Ill 10713t: I ~06.dot• VN 1 071113 t:· IS"Iu
99) There may be excludetl from any !tern required lo be made available for
inspaclion by any interested pany ·and to be sen! to the Secretary of Slate by
yirtue of clause 96, any material relating to:
a) a named leacher or other person employed, or proposed to be employed, al
any Academy;
b) a named pupil at. or candidate for admission to, any Academy: and
c) any matter which, by reason of its naMe, the ~mpany Is satisf!ad should
remain tonfldential.
Notices
tOO) A notice or communication given to a pany under or In connection with this
Agreement:
(a) shall be in wr~ing nnd rn English;
(b) shall be sent to the party ror the attention of the contact and at the
address listed In c.lause tOOA;
(c) shall be sent by a mclhad hsted rn clause 100C; and
(d) Is deemed received as set out in clause 100C If prepared and sent in
accordance with this clause.
IOOA) The parties' addresses and contacts are
Name of Posltton of Contact Party
Secretary Head of State Academ1es
Division
The Chauman Company Directors
24 January 2013 vs ; •o8911/ I JU71ll21506.doos VN I 071113 11-15"00
of
of
Address
D&par1ment for Educabon, Sanctuary Bui ldings, Great Smith Street, london SWI P
3BT
The Green School, Busch Comer, London
Road, lsfeworth. Middlesex, 1W7 588
1 008) A party may change its delarts given In the table In clause 100A) by giving
notice. lhe change laking effect for the party notified of the change at 9.00 am on
the date five Business Days a[ter dee·med receipl of I he notice.
1 OOC) Any notice or other communication required to be given to a party under or
In connection wnh this Agreement shall be delivered by hand or sent by pre·pald
firsl·ctass post or olher next working day detivery service. Any notice or
communication shell be deemed to have been received H delivered by hand, on
signature of a debvery rece1pt oral the time the not1ce is Jeft at lhe address
specified in Clause 100A, or otherwise at 9 00 am on the second Busmess Day
alter posting
1 OOD) This clause does not apply to the service ol any proceedings or other
documents In any legal action, For the purposes of clause 100, "writing• shall not
Include e-mail.
1 01) The service by the Secretary ol Stale of a notice of termination of a
Supplemental Agreement shall not prejudice the ability of the Company (if li
wishes to do so) during tha notjca period to adntit pupils to the relevant Academy
in accordance with the proviSions of this Agreement and the: relevant
Supplemental Agreement and to receive GAG and EAG In respect of them.
C.omplaints
1 02) II a complaint IS made about matters aosrng rn whole or 1n part prior to the
openin9 of any l',lainstream Academy or any Spacial Academy, as referred to In
clause 2.4 for Mainstream Academies and dause 3.1 for Special Acadomie-s of
the rele"ant supplemental agreement, and all or part altha! complaint was being or
had been ln"estigated by the Local Government Ombudsman under Part Ill or the
local Government Act 197.4 ('Part Ill') or that complaint in whole or 1n part could
have been investigated under Part Ill hed the school the Academy replaced
remained a maintained school. the Company:
a) will abide by the provisions of Part 111 as thOugh the Academy were a
maintained school,
b) agrees !hat the Seeietary of Stale shall have the power to onvestogate the
24 JOIIUOI'/ 2D13 \'9 34089/1/ 1107D 121 S06.doc" VN 1 07t lllt:.ls-oo
matter complained of as If it had taken place after conversion;
c) agrees to act In ac90rdance with any recommendation lf01Tl the Secretary of
Stale as though that recommendation had been made under Part til and the
Acodemy were a rnamtarned school.
1 02A) If a compla~nt os made about matters arising in whole or In part prior lo the
opening of any Alternative Provision Academy, as referred to In clause 3. 1 of the
relevant supplemental agreement, and all or part of that complaint was being or had
been investigated by the local Government Ombudsman under Part til of the local
Government Act 1974 (''Par1 Ill') or that complaint in whole or in part could have
been mvest<gated under Part ltlllad the Pupil Referral Unit the Alternative Prov1s1on
Academy replaced remained a Pup~ Referral Unit. the Company·
a) will abide by t11e provisions of Part Ill as !hough the AtlemaUve Provision
Academy were a Pupil Referral Unit;
b) agrees that the Secretary of Stale shall have the power to invest1gale the
matter complained of as if it had laken place anei convetsion;
c) agrees to act in accordance with any recommemlatlon from the Secretary of
Slate as though that recommendation had been made under Pa~ Ill and lhe
Ar.ematlve Provision Academy were a Pupil Referral Unil
1 028) If at the time of the open<ng of any Mainstream Academy or any Special
Academy lhe investigatk>n of a complaint made lo the governing body of I he school
tliat Mains!roam Acadomy or any Special Academy replaced (as referred to in
clause 2.4 for Mainstream Acadomios artd clause 3.1 for Special Academies of
the relevant Supplemental Agreement) has not yet been completed, the Company
shall continue to Investigate that complaint in accordance with the complaints
procedures established by that governing bo<ly,
1 02C) If a complaint is made to the Company about matters artsin~ in w~ale or in
part during I he 12 months. priar to 1he opening of any Mainstrnam Acado my cr any
Special Acadom~ (as. referred to in c~ause 2A for Mainstream Academies nnd
clause 3.1 lor Special Academies of the relevant supplemental agreement) the
Company agrees to Investigate that complaint as If the matter complained of had
24 January: 2013 \19 JJII89/IIIIQ71J121506.dOCJ< VN I 07 11\ll~-15-00
taken plnca after the opening of that Mainsl!eam Ac.>demy or any Special
Academy.
1020) tr a complaint fs made about mauers ansing in whole or in part dunng the 12
month~ prior to the opening of any Alternative Provision Acatlemy, the Company
agroos to investigate that complaint as if the matter complalm;d of had t:;ken place
after the openmg of that Alternative Prov1s1on Academy.
1 02E) With regards to a Man1stream Academy or a Specral Academy. if the
Secretary of State could have given an order and/or a direction under sectlon 496
and/or section 497 of the Educallon Act 1996 to the governing body of the school
the Academy replaced (as referred Ia in clause 2.4 for Mainstream Academies and
cfat~Se 3.1 for Special Academies of the relevant Supplemental Agreemem) and
that order anct/or directron related to matters occurring withrn the 12 months
immediately prior to conversion, the Company agrees·
a) lha Secretary of Slate may give orders and/or directions to the Coml"'nY as
though the Academy were a maintained school and sectlons 496 and 497.
applied to til~ governing body or th~t tl'aintalned school:
b) to act rn aca;rdance wrth any such order and/or direction from the Seaetary
of State
102F) With regards to an Alternative Provision Academy If the Secretary of State
could have given an order and/or a directlon under section 496 alldior section 497
of the Education Act 199517 to the management committee of the Puprl Referral
Unrt the Alternative Provision Academy replaced (as referred to in clause 3 .1 of thl'
relevant Supplemental Agreement) and that order and/or drrection re!ated to
matters occurring within the 12 months immediately prror to conversion. the
Company agrees:
a) the Secretary of State may give orders and/or directions lo the Company as
though the Alternative Provrsron Academy were a Puprl Retcrral Unit and
sections 496 and 497 apphed to the management ~omrniltee at that Pupil
" Sed1on 49617 of me Ed!Jcetlon Acll 996 eppl•es to Pup!l Rerern~f Un1ts by vlltLitt ol the EaucaUon tPRU)(Ap-pt;ca1ion c;f Er.ac!monts)(England) Regulations 2.0D1 2• JOilwrry 2013 '(9 J408911/ll0713111506.doc> VN I 07111) 1~·15 0(1
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Referral Unit;
b) to act in accordance with any such order and/or direction from the Seaetary
of Stale.
General
1 03) This Agreemen! shall net be assignable by tile Company.
103A) No delay, neglect orforbearance on tile part of the Secretary of Slate in
enforc;ng (in whole or in part) any proV!ston of thJs Agreement or in exerctsing (in
whole or In pan) any right or remedy conferred on him by this Agreement s)lall be
or be deemed to be a walver or such provision or right or remedy or a waiver of
any other provision or right or remedy or shall in any way prejUdice any right or
remedy of the Secretary of State under this Agreement or shall amount to an
elecbon not to enforce such provrsion or exe~se such nght or remedy (inc;:fud1ng.
for the avoidance of doubt, any right ta terminate this Agreement). No single or
partial exercise of such right or remedy shall preclude or resuict tile further
exercise of that or any ather right or remedy.
104) The Secretary of S.tate and the Company rocagnlse the difficuHies In catering
ln this Agre:ement and the Supplemental Agreements for all the Circumstances
wh1ch may arise in relation to the Academies and undertake •n good fa1th to
conduct such consullations as may from time to time be desirable in order to
promote the in1erests o·J the Academies throughout the currency of this
Agreement
105) Tem11naban of thiS agreement, far any reason, shall not affect lhe accrued
rights. remedies, obligations or liabilities of the partie~ exisung at termination.
106) This deed may be executed In any number of c.ounterparts, each of wh1ch
when exewted and delivered shaU constitute a duplicate original, but all the
counterparts shall together constitute the one agreement
107) This Agreement and any dispute or claim anstng out of or in connection with
it ar ds subje.c1 matter or formation (indudmg non-contractuai dispute's or claims)
24 Januaty ,2013 v9 3~08?1111 1 D11ll21506.d""" VN I 071113 12-I S-00
shall be governed by and construed In accordance with the law of England and
Wales.
1 08) The parties lrreva<:ably agree lhat the courts of England and Wales shall
have exclusive jurisdiction to se!Ue any dlspule or claim that anses oul of or In
connec11on wtlh lhis agreement or lis subject matter or formalion (Including non·
contractual disputes or claims).
Th1s Agreement was executed as a Oeed on 2013
Executed on behalf of by:
.. Oiroetor Director/Secretary
The Corporate Seal of the s,.crelary at State lor Erlucation. hereunto affixed is authenticated by:
24 Jammty 20 13 1<9 3408?il/11071l l21106.tlocx VN 1 0) 11 131~-t S.OO
Duly Authorisod
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SCHEDULE 1
MODEL SUPPLEMENTAL AGREEMENT
TtUS AGREEMENT made
BETWEEN
(1) THE SECRETARY OF STATE FOR EDUCATION, and
(2) .___ ___ __.
IS SUPPLEMENTAL TO THE MASTER FUNDING AGREEMENT made between
the same partie:> and dated • 201( • J (the "Mastar Agraomont').
1 DEFINITIONS AND INTERPRETATION
1.1 Except a3 expressly provided ln this Agreement Wo-rds and expressfon:s
defined in tile Master Agreement shall have ttre same meanings in this Agreement
as were ascribed to them In the Master Agreement.
1.2 The follavAng words and expressions shall have the follovAng meanings:
"tho Ar:2domy" moans the [• J Acado my [to bo) cstablishod at [• J.
" Chiof Inspector" means Her Majesty's Chief lnspoctor of Education,
Childrcn·s Services and Skills or his sucrccssot;
i 3 Reference in this Agreementlo clau&es and Annexes shall, unless otherwise
stated, be to clauses and annexes or thrs Agreemenl
2• January 2013 va 340!?11/1 11171llliS06 .d""' VN I 011 Jil l~-15-00
2 THE ACADEMY
2..1 The Company will establish and mainlain, and carry on or provuJe for the
carrying on of the Academy In accordance wi~Ja the Master Agreement nod this
Agreement".
2..2 The curriculum provaded by th<a Acad<NTly to pupils up to the age of 16 shall
be broad and balanced.
2..3 The requirements for the admission of pupils to the Academy are set out at
Ahnex 1
ACADEMY OPENING DATE
2..4 Trna Academy shall open as a school on [ansertj rcplacang (Insert name of
predecessor school if applicable[[whacn shall cease to be ma•ntained by the Local
Authority on that date, whiCh date shall be the conversion date within the meaning
of the Academies Act2010J10
2..5 TM planned capacaly of the Academy Is (Insert[ in the age range (insert(,
[including a saxlh form of (insert I places[(and a nurs»ry unit of (ansertl places)
3 CAPITALGRANT
3.1 Pursuant to clause 38 of the Master Funding Agreement. the 6ecrelaty of
Stare may, in his absolute discretion proOJide Capital Expenditure funding In
·accordance with any nrmngements oo considers appropriate.
4 GAGAND EAG
4.1 The Secretary or State agrees to pay GAG and EAG to the Company In
relation to tho Ae<ademy in accordance with the Master Agreement.
" Wher~ lhe Academy Is to be a •sctcctM! &c:hOO!• wrthln IM me:u•.,.ng ct sedlon 0(4) ot thtt Ac'sdemies Acl ~010, please sea eltemattve wording fnr thl$ dJuse m Section C of me AppencfiX of Alt~at!va a(lri Add.:bonal Clauses. ':, PeJe>"' \VOJ'd;i an square brackets "rf the SFA ''bet-no u$-ed for an Acodemy that IS reptoc1ng a n-.amtamod school foliowing. &chocl dcswe under tha Education and lrmpedlcns Ad 1996 Z4 J""""'Y 2013 v9 3~089/111 I 0 11llZl506.~..:• VN I 071113 1~·15·~0
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4A COMPLAINTS"
4A. 1 tr a cornpla1nt is made about matters arismg in whote or in part pnor to the
opening of the Academy, as referred to in clause 2A above, and all or part of
1hat complaint was being or had been investigated by the Local G<>vemment
Ombudsman under Part Ill of the local Govemment i\CI 1974 ('Part Ill') or Ulal
complaint In whole or in part could have been investigated under Part Ill had lhe
school the Academy replaced rema1ned a maintained school, the Company:
d) will abide by the p rovisions of Part ill as though the Academy were a
maintained school:
e) agrees that lha Secmtary of State snail have the power to investigate U>e
matter complained -of as if it had taken place atter conversion;
f) agrees to act in accordance with any recommendabon from the St!cretary of
State·as lhough lhat recommendation had been made under Part Il l and the·
Academy l)'ere a maintained school
4A.2 II at the lime of the opening of the Academy the investigation of a ciomplaint
made to the governing body of lhe school the Academy replaced (as referred to in
eta use ·2 4 above) has not yet been completed, the Company shall conllnue to
investigate that complaint in accordance with the complai~>ts procedures
established by thai governing body
4A.3 If a complaint Is made to the c ompany about maltef'l arlsmg in whole or in
pall during the 12 monlhS prior to the opening of the Academy. the Company
agrees to investigate that complaint as ff U1e matter compla<ned of had taken place
aftar tho opening of the Academy
4A.4) If the Secre!;lry of State could have given an order and/or a direction under
section 496 and/or section 497 of the Education Ac:t 1996 to the governing body of
lhe school the Academy replaced (as refemed to on clause 2.4 above) and that
~Only im:h.:de thi!i clsUie if 11 is: not already contained t.n tn.e Master Fundlf1!J Agfte.tnel\t OtbOI\Ir.$1! mart as 'N'tll used". 24 January 20 t3 \19 140891111 tO>IJI~ISU6 don VN I 07JIIJ 12· \S·Oil
order andlor direction relaled to matters occurring wilhin lhe 12 rnonlhs
immediately prior to conversion, the Company agrees:
c) lhe Secrelal)l of SIDte may give orders and/or d1rcctlons lo the Company as
though the Academy were a 11181nla1ned school and secllons 496 and 497
applied to the governing body of that maintained school:
d) lo act In acccrdance w~h any such order and/or direclion from the Secrelal)l
of Stal e.
5 TERMINATION
5.1 Eilher party may give nolless !han Sellen Academy Financial Years' written
not1ce to 1erm1nale l!lis Agreem ent. such nolfce to exp~re on 31 August [ J or any subsequent anniversary of lhat da!e.
Termination Warning Notico
5.2 The Secretary of Slate shall be entllled lo issue to the Company a written
nollce of his intenllon to terminate lhf$Agreemenl ('lermtnalion Warning No!lce")
where he ccns1ders thai:
a) the Academy Is no longer meeting the requirements referred torn clause 12
ofthe Master Agreemenl (subject to clause 5.9 olthls Agreement):
b) !he conditions and requirements sel cutin Cl~uses13-34B ol llle Master
Agreement are no longer being met:
c) the standards ol performance of pupils -at the Academy are unacceptably
low;
d) there has been a serious breakdown In the way the Academy Is managed or
governed;
e) the SDiety of pupils or staftls tllreatened (whether by breakdown ol dlscrplme
or olherwise); or
I) the Company is otherwise in materral breach of tl>e prDV<s1ons of th1s
Agreement or the Masler Agreement.
5.3 A Termination Wami119 Nolice Issued bY the Seetelal)l of State in
accordance with clause 5 2 shall specify·
24 Jat.ual')' 2013 v9 l·I08•)/ I/11071J l~ I S06.dacx VN I 011113 1:-t~U
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a) reasons for the Sacretaoy of State's rssue ·of ihe TerminatiOn Wammg
Notice;
b) tha- remedial measures which the Secretaoy of State requrres Ill!> Company
to carry out with asa«iated deadlines. In order to rectify the defaulls
identified ("Specified Remedial Measures"), and
c) the date by which the Company must respond to the Termination Warning
Notice providrng its representations witl1 regard thereto or ccnflrm that it
accepts and agrees to undertake the Specified Remedial Measures.
5.4 The Secretary of State shall consld!!r any response and representations from
the Company which are received by the date specified In acccrdanoe with clause
5,3(c) and shall confirm whether h&considers that:
a) in the fight of the Company's .repre•entatlons rn ra-sponse to the
Termination Warning Notice, some or all of the Specified Remedial
Measures are not required to be implemented (and II so which) and/or the
Specified Remedial Measura-s are being or Will be implemented within U>e
speclfied fim~frame; or
b) subject to any fu~her measures he reasonably requires (' Further
Remedial Measut&s1 being implemented by a specified dace or any
evidence he requires being provided, the Implementation or such measures
has been or will be successfully completed within tho specified timeframe-s,
or
c) he is not safisf>ed that the Company will rectify the defaults-identified in the
Termination Warning Notice within the specified timeframes, (In such
circumstances, the Secretary at State may notify the Company of his
intention to term1nate the Agreement on a specified date )
5.5 The Secretary of Slate may by notice in wnbng terminate·thrs Agreement
with effect from a specified dale in the e•ent that
a) the Company has not. by the date specif~ed in clause 5 3(c), responded to
the Terminatlon Warning Notice either confirming that It accepts and agrees 24 January 2013 v.9 l40R911/I I 071) I ZI50G.docx VN t 01ltt3 t2·15-00
\O undertake the Specifred Remedral Measures cr providing its
represent~5ons with regard to the Specified Remedial Measures: or
b) the Company has not carried out the Specified Remedial Measures
and/or Further Remedial Measures wrthin the speafied tunefromes;
provided that havmg considered any representations made by the Academy Trust
pursuant to clause 5 3(c), the SeCfelary of State remains satlsfred thai it Is
appropriate to tetminate the Agreement
Notice of Inten tion to Terminate
5.6 The Secretary of Stale may at any hme give wnUcn notice of his' intention to
term1n·ate thlS Agreement where U1e Chief Inspector gives notJce to the Company
In accordance with section 13(3) of the EducatiOn Act 2005 stating that In lhe
Chief Inspector's opinion-
(a) special measures are required 10 be taken In relation to·the Academy; or
(b) the Academy requires significant lmprovcmenl
57 Any nonce Issued by the Secretary or State In accordance with clause 5.6
shall invite the Company to respond wHh any rcpresenlat!on• within a !;pecifled
limeframe.
5.8 Where the Secretary of State ha~ given notice of tns mtenUon to termznate
this Agreement in accordance wilh clauses 5.6 and 57 and-
(a) he has not re<:elved any representalfons I rom the Company within the
limeframe specified In clause 5.7, or
(b) travrng considered the representations made by the Company pursuant to
eta use 5.7, the Secretary of State remams snhsfied that 1t is appropnate to
tetminate U>ls Agreeme!"t
he may by notice In writing tecminate this Agreement with effect from a specified
date.
2• JonvorOO 13 '19 J~089/ l/i107ll12!506 d11CX VN I 07111> 1~-ll-0.0
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Termination with Immediate Effect
5. 9 If the Secretary of State has cause to serve a notice on the Company under
scctlon 165 of I he Educatfon Act 2002 and a determination (from which all rights
of Sf>peal have been exhausted) has been made lhallhe Academy shall be struck
off lhe Register of Independent Stlloals, he may lermlnata !his Agreement by
noiice in writing to the Company such termination to take effect on the dale of the
notic;e.
Notice of lntontion to Terminato by Company
5.10 The Sectelary of Stale shall. ala dale preceding the start of each Academy
Financial Year, provide Ia the Company an indication of the level of fundrng to be
provided by the Secretary of Stale to the Company by way of GAG and EAG In the
neX1 following Acaden>y Rnancral Year (the "Indicative Funding"). If the
Company is of the opinion that, after receipt oi the Indicative Funding for !he next
follOWing Academy Financial Year (lha "Crili""l Yea(') and of the taking Into
account ·all ather resources available and likely lobe available 1o the Academy.
Including such funds as ate set outln cla11Se 73 or !he Master Agreement nod
such other funds <IS are and likely to be available to lhe Academy from other
academies operated by !he Company ("AU Other Rasources•), it is llkeiy \hal the
cost of running the Academy during the Crmcal Year would cause lhe Company~
on the basis of !he lndicalive Funding, to become lnsolvenl (and for this reason
only) lhen the Company may give notice of lis Intention to lerrn!nate this
Agreement at the end of lhe lhen current Academy Roancial Year
5.11 Any notice given by the Company under clause 5.10 shall be in writing and
shall be served on the Secretary of State nollalerlhan 28 February preceding lhe
Critical Year or. if the Secretary of State shall not have given nolrce of the
Indicative Funding lo lhe Company on or before !he date spe<lified'" clause 5.10
above. within six weeks after lh~ Secretary of Stale shall have done so. The
no\lce must specify:
5.1t.l .lhe grounds upon which the Company's opinion is based and Include
lhe evidence of those grounds and ·any professional a=:>unting
advice lhe Company has received and including a detailed slnlemenl 24 January2013v9 J•u3WI1 f 1 D71J1215lJ6.doc• VN 1 U'/1113 t2-15·Uil
of steps which the Company proposes Ia lalre with a view Ia ensuring
that as soon as reasonably practicable the costs of running the
ACI.ldemy are reduced sufficiently to ensure that such costs are less
than the Indicative Fund1ng and All Other f{esources and the period of
time w~ltln which such steps wdl be taken: and
5.11 .2.1he shortfall in the Critical Year between the Indicative Funding and All
Other Resources expeeled to l>e available to the Colnpally to run the
Academy and the projected expendftum on the Academy; and
5.11 3.a detailed budget of lnoome and expenditure lor the Academy during
the Cnbcal Year (the "Projected Budget)
5.12 Bam parties undertake to use their best endeavours to agree whether or not
the cost of running the Academy dunng the Critical Year would Cl.lusa the
Company, on the basis of the lndlca~ve Funding and All Other Resoun:es, lo
become. insolvent. Both parties recogn1se that they will need to engage 1n a
constructive dialogue at the time about hOW best to provide educatlo11 for the
pupils at the Academy and undertake Ia use their best endeavours to agree a
practical solution to lhe problem.
5.13 If no agreement Is reached by 30 April (or such other date as may be agreed
between the parties) as ·to w~elher the cost or running the Aca(!emy during the
Crrtlcal Year on 111e basiS of the lndrcahve Fund1ng and All Other Resources would
cau5e the Company to become insolvent, then that quesbon shall be referred ID
an independent expe11 (the · expert' ) for resolution. The Expert's determination
&hall be final and binding on both panies, Tiie Expen shall be requested to
specify in his determination lhe amount of ltle shortfall In funding (the "Shortfall"),
The Expert shall be an Insolvency practitioner wrth srgmficant pr0 fess1onal
experience. ot educational insbtubons or academies. If lhe parties fil ii to agree
upon ttle appointment or the Expert then the Expert shall be appointed by the
President for the lime being of the lnsUiute of Cha.nered Accountants in England
and Walas. nw Expert's fees shall be borne equally between the parties.
5 14 The Exper1 shall be required In reachi~g his d.eterrmnotion to take account of
advice from ao educational spectalist who IS professionally famtliar with the issues 24 JaruJ><y 2fr13 vl1 J•039/IIIIQ71) 121506 <k.cx VN 1 0'11113 1!·15-llU
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~r1sl.ng from the budget management of schools. If the parties fail to agree upon
the appointment ollhe educational specjalisl then the educallonal speci<llisl shall
be appomted by the Chairman for the time be1ng of the Specialist Schools and
Academies Trust. Tha educational specialist's fees shall be borne equally
betv.•een lhe parties.
5. t 5 If the Expert determines !hal the rost of running the Academy during the
Cribcal Year would cause the Cornpany, on U>e basiS of the lnd~llve Funding
and All Other Resouro~s. to be<:ome insolvent, and !he Secretary of State ·shall not
Mve agreed to provide sufficient additional funding lo cover the Shortfall, then the
Comparr1 shall be enliUed to lermlnale this Agreement, by notice expiring o.n 31
August prior lo the Crilical Year. Any such n<itlte shall be giveo within 21 days
after (a) the Elcpert's determination shall have been given to the parties or (b), n later, the Secretary or Slate shall have jJIIIen wn«en notice of his refusal to provide
sufficient additional lunding for the Academy to cover the Shortfall.
6 EFFECT OF TERMINATION
6 ,1 In the event of termination of this Agreement however occurring, lhe school
shall cease to be an Academy Within the mean1ng or Sections 1 and 1A of lhlil
Academies Act 2010
6:2 Subject to clausi'S 6.3 and 6.4, if !he Secrelary of State terminates !his
Agreement pursuanl to clause 5.1 of this Agreement, the Secretary or State shall
rndemnify the Company. If the Secretary of Stale terminates this Agreement
otherwise than pursuant to clause 5,1 of this Agreement, the Secretary ar State
may in hrs absolute discretion indemmfy or (to such extent ff any as he may rn his
absolute discretion consider appropnale) compensate the Company
6 3 The amount of any such indemnify or compensallon shall be determined by
the Secretilry of Slate having regard lo any representations made to him by U'e
Company. and shall be paJd at such !1mes and in such manner as the Secretary of
Slate may reasonably think fit
6.4 The categones of expenditure incurred by the Company In consequence of
the termination oil he Agreement in rMpect of which the Secretary or State shall
24 January 2013 \'9 340&911/ lllli l.ll 2l506.d""x Vl'll 071ltl l l-- IS-00
(where the Secretary of Slate terminates this Agreement pursuant to clause 5.1)
indemnrFy the Company and may (where the Seeretary of State terminates this
Agreement otherw~re than pursuant to clause 5.1) 1n his absolute discretion
lndemnrfy or com pensate the Company Include (but not by way of hmrtation). sial!
compensation and redundanc>J paymenLS. compensation paym ents In respect of
broken CQntracts. expenses of dfspqsing oi assets or adapting them for other
purposes, legal a nd other professional rees, and dis$olution expense$.
6.5 Subject lo claus~ 6.6, on the lennination of this Agree-ment however
occurnng. the Company shalt rn respect of any of its capilal assets alth«date ol
termination:
(a) promptly transfer a proportion of the assets to a person nominated by the
Secretary of Slate. if the Secretary of Slate considers that all or some of those
assets neoo to be used for any educational purposes by lhat nominee. The
proportion of the assets to be transferred shall be the same as the proportion of
lhe cap1tai contribution made by the Secretary of Slate to the original value of·
lhos.a aS!sels, whethet that contribution was made on the establishment of the
Academy or at a laW date. or
(b) If the Secretary of Slate ronfirms that a traf1Sfer under cla1.1se 6 5(a) is not
required, promptly repay to the Secretary of State a sum equivalent to me
percentage of the value ol the assets attne date of lerrninalfon, or, by agreement
with the Secretary of Slate, at the dale of subsequent disposal of those assets.
Such percentage to be the same as the percentage of the capr.al contribulton
made by the Secretary of State to the origrnal value of those aESelS, whether that
contribul!on was made on the establishment of the Academy otlater.
6 S The Secretary of Slate rnay waive in whole or in part the rt;>payment due
under clause 6.5(b) if·
a) the Company obtains his permission to Invest the proceeds or sale for Its
charitable objects; or
24 January 2013 v9 3-IOS9il/ l tn7ll1 '215C)6.docllt VN I 01ll lli~·I S-00
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b) U>e Secreta1y of State directs atl or part of the repayment to be paid to the
LA.
G. 7 The sale or disposal by other means of publicly funded land held for the
purposes of an Aaademy is now governed by Part 3 of Schedule 1 to the
Academies Act 2010.
7 ANNEX
7 I TI1e Annex to this Agreement forms part of and fs Incorporated Into this
Agreement.
S THE MASTER AGREEMENT
8.1 &cepl as expressly provided In thiS Agreement the Master Agreement shatl
cohtlnue In full force and effect
B 2 Clauses Fnse11 clause number(s)J of !he Master Agre<>ment do not apply to
the Academy"
9 GENERAL
9.1 This Agreement shall not be assignable by the Company.
9.2 No delay. neglect or forbearance on the part of the Secretary or State m
enforcing ~n whole or In pa•t) any provision of thi s Agreement or In exercising (in
whole or in part) any right or remedy conferred on him by th,; Agreement shatl be
or be deemed to be a \'lalver ot such provision or right or remedy or a waiver of
any other provlsron or right or rem<>dy or shall In any way prejudice any right or
remedy of the Secretary of State under this Agr~ement or shall amount to an
election not 10 enforce such provision or exercise such right or remedy (lncludlng,
tor the avordance of doubt. any right to termrnate th:s Agreement). No single or
:1 Thl$ clatts:e shOuJd be snclud~d wf'mre th& Master Agreement ccntoms·a requfrement fiX
Malns·fntam Ae.ademles to employ teadlers with OTS. It ttlft Ma~:t'!f Agreement doe$ nat COI"!IOln this requirement clause 8.2 should be remOved from lhts supplemental fUnding agJooment and marked jnot used' PfOV'iSloos In tho Mlls1t:r Agreement requlrmg lhe aaa~emy trust ID employ only ~Lt3ld'Jed teache~ aa the SEN.CO and -a5lhe ~rtate1 teacher tQ/f IQ(Ike-d a1tot dllfdrcn should remo., 24 Januory 2013v9 3·11189!111 1 0713121S06 dole> VN I 0711 131"-l;.()o
partial exercise of such rigt>t or remedy shall preclude DT restrict the further
exercise of that or any other right or remedy.
9.3 T errnlr.ation of this agreement, for any reason, shall not affect the accrued
rights, remedies, oblrgat!ons or liabilities of the partres exrsting at termrnallon
9.4 This deed may be executed In any number of counterparts, each of winch
when executed and delivered shall constitute a duplicate original, but all the
counterparts shall together consfrtutB the one agreement.
9 5 This Agreement and any dispute or claim arising out of or in connection wrth
tl or its sub[ect matter or JoN!lalion (Including non·contraclual disputes or clarms)
shall be governed by and construed in accordance wilh the law at England end
Wales.
9.6 The parties irrevocably agree that the courts of England and Wales shall
have e~c!usave JunsdJctJon to settle any dispute or cta1m that anses out of or in
connection with this agreement or ils subject mat.ter or foN!lallon (including non·
contractual disputes or claims).
This Agreement was executed as a Deed on 2 (, EJ<eculed on behalf of by;
24 January 2013 V9 J40S?III I10113121.10~.dna VN I 071113 1:!-15-00
2013
Tho Corpo.,.te Seat of the Secretary of State lor EducatiOn, hereunto ai!JJed IS
nuthentoc:aled by
24 Janu"'Y 2013 VO l40S?IIil I 011J 121506 duu VN I Qllll) IZ·IS·OO
Duly Authorised
ANNEX TO THIS SUPPLEMENTAL AGREEMENT
Requarements lor tile AdmissJon lor pupils at the
Academy AMex 1
24 J•ntmry 201~ vO HOWI/11011) 1~150<\<lucx VN I 01111) 1Z ISOO
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21t January 2013\19 J<O~<Id/1 1<17111 ~I SOb docx VN J O'IIIIJ l l· IS.OO
ANNEXA
Memorandum and Articles
ANNEX B
Arrangements for pupils with Special Educational Needs ('SEN' l
and disabilities at Mainstream Academies
Duties in relation to pupils with SEN21
1 The Dileejors or the Company must. In respect of each Mainstream
Academy, comply with all of the dulles imposli!d upon the governing bodies
of malntamed schools in.
• Part 4 ofjhe Education Act 1996 as amended from time to time"', • The Educalion (Special Educational Needs) (Information) Regulations 1999
as amended from time Ia lrme; • The Education (Special Edtrcallonal Needs CG-ordlnaters) (En~land)
(Amendment) Flegulalions 2006 as amended from time fo time ' .
2 Nolwllhstanding any provi$lon In this Agreement. lhe Secretary of State may
(vlllether following a complaint made to him or otherwise) direct the
Company to comply with an obligation described in this Annex where the
Company has faded Ia comply Wllh any such obllgation.
3 Where a child who has SEN Is being educated In a Mainstream Academy,
!hose concerned wrth making special educa!lonal proVlsion for the child must
sewre !hal the ch11d engages 10 the act1VH1e.s of the school together v11th
children who do not have SEN. so far as is reasonably practicable and is
ccmpatible with:
(a) the chold rece1V1ng the spec~al educational prov1sron which h•s learning drffiCtJIIy calls for,
!.1 1>u~lnm ~lu!Jon 1o puriiJ w1lh GE.~ 01 Special Atlldcmles or.: ut c.L:Jwe J:'..r\ oflhe MICitcr Fundin!!c Agreement. .u CurrrnU~ thr--.c: dudcnr~ ln soc1icns 31J (Otny to fl;m: I'(WJrd w UJe Spcclcl Edl~enduc,nl Needs: Cod!! of Pr.l-c:tl:tt 1001 ,: 311 (l>utl~ In tdltlob en rurll<~ "'lth $p0tl:il cdu~p1nal n~o·•:d•), )17A II >ill)' 10 ndn~ p;'l'l"'(n!J. Uatt .5pttild c:docationJ.i rm:roision is being mndc ); and .3 !-It 51(b )( Ot:ly [0 :.dmi1 tbc child " l~crt. a iclwcll l:llt!l.rtl!!ll In IIIII! M>'11CJI'IIlt1H 3 1 T!le>c Regulnlimn are ~~mtttdcd by Tiit E,hu::ntton (SptCiaJ £dtltntitlnnf NCI;ds Cn-qr,Hn1W11t.) (Enil~ind) (Am~:ndtntn1' k.tgtllll-llrou 2(t()!J (~I '1J)I)9 Nt• 1317) 2"1 J;:muart 20 T 3 v51 l 40S9tl/11 071 3 l~IS06,doelC VN I 0711 l l 1~-1~0
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(b) the prov1sron of effic1ent education fo.r tha children with whom he will be educated, and
(c) lhl.' efficient use of resources.
4. In addition to complying with the· duties imposed upon the governing bod•es of maintained schools set out in The Education (Spe<:ial Educational Needs) (Information) Regulations 1999 (as amended from time to lime) the
Company must ensure that the website for each Academy includes details of the Implementation of its pohcy for pupils with special educational needs; U1e arrangements for the admisSion of disabled pupils; the steps lakon to
prevent disabled pupils from be1ng IIeated less favourably tllan other pupils; and the facilities provided to assist aa:ess to the Academy by disabled pupils {disabled pupils meaning pupils who are disa~led for the purposes of the
Equafily Aci2010"')
Adm1ssions11
5 The Company must ensure that for each Mainstream Academy pupils with SEN are admitt~d on an equal basis with others in accordance With the
Academy's admtssions p_olicy.
G. Where a I~ authority ("LA") proposes to name a Mainstream Academy in a statement ol SEN made In accordance with section 324 of the Education
Act 1996. it must give the Company written notice that it so proposes. Withfn 15 days of receipt olthe LA's notice thai it proposes to name the Academy in a statement, the Company must conwnt to being named, except where
admitting lne child would be incompatible with the provis1on of efficrent education for other Children; and where no reasonable ~leps may be made to secure compatibllr!y In deciding whether a child's inclusion would be
Incompatible with the efficient education of other children, the Company must have regard to the relevant guldaf\ce Issued by the Secretary of Stale to mainta1ned schools.
P for !.he mc:~~nmg or·di,ab!cd· , '".SCCJion ~ (lfihc Eqtuli1y Act2lH'Q u Sl.\1/uimiblnru requlnemma ror"'SJ.'C'ci~ oc-4dernlo ure set <rot W 1be Spec:wl Ac.~krn.r Suprleml!nr:al fwuling Agreement An..1('X I 24 January 2.013 v9 3~0~9/IIIIOllll:!l$0<1<1<''" VN I 07111li2-IS.OO
7 II tile Company determines that admi1ting the child would be incompatible wffh the provision or efficient education, it must, withrn 15 days of receipt ol
the LA's notic&, notily the LA In wnting that It does not ·agree that the Academy should be named In the pupil's statemenL Such notice must set out all the facts and mailers the Company rell')s upon in support of its contention that (a) admitting the child would be incompatible with efficiently educating other children. and (b) the Company cannot take reasonable steps
to secure thos compatibllrty.
8. Aner service by U1e Company on the LA of any notice (fur1her to paragraph 7 abcive) stating that it does not agree with the LA's pmpnsal that the Academy be named, the Company must S&O~ to establish from the LA, as soon as is reasonably practicable. whether or not the LA agrees wllh the Company If !he LA notifies the Company thai it does not agree with the Company's response, and names the Academy in the child's statement. then the Company must acfm~ the child to the school on the date specified ln the
statement or on the date specified by the LA.
9 Where the Company consider that the Academy should not have been named in a child's statement. they may ask the Secretary of State to determine that U>e LA 11as acted unreascnnbly in naming the Academy and
to make an order dlreclln~Jthe U\ to reconsider.
10 The Secretary ol S!Dte's detcrm,nation shall. subject only to any right of appeal which any parent or guardian of the child may have to the First-tier Tribunal (Special Educational Needs and Disabrlrty). be final.
11 II a parent or gqardian of a chlld In respecl of whom a statement rs
malnta1ned by the local authonty appeals to the First-tier Tnbunal (Specral Educehonal Needs and Disability) either against the naming of an Academy in the child's SEN statement or asking the Tribunal to name an Academy,
then the decision or the Ttlbunal on any such appeal shall be binding ond sball, if different from that or the Seaclary ol State under paragraph 9 above, be substitutoo for the Secretary of State's decision
12. Where the Company, the Sepretary of State or the First-tier Tribunal (Special Educational Needs and Disability) have determined U1al it should be named,
2~ January ~0 13 vO J4089/t;I107U 1~1506.d"'' VN I Q7111li~·1 S·()O
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lhe Company shaU admit the child to tho Ac:~demv notw•thslanding any provision of Annex 1 of the Supplemenlal Agfeement of that Aaldemy
24 JMuary 2013 ~9 JJ01~/IIIl07131Z I SOn due:. VN l 07lllli~· IS~O
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Multi Academy Trust Model ror Church of EngiMd Schools
MEMORANDUM AND ARTICLES FOR CHURCH OF ENGLAND ACADEMIES UNDER
THE ACADEMIES ACT 2010
ID ,t;prll i1013 v3 ,, .. .,,/090713163019 docx vtl t GTOOI) 1•:.0.00
Mu"' Acaaomy Trust Model lor Church ol England Schools
2013
THE COMPANIES ACT 2006
A COMPANY LIMITED BY GUARANTEE
11~20:14
-:/090713183019 dOC> ..., , r.TI911 Ja.la.at
ARTICLES OF ASSOCIATION
OF
H IE GREEN SCHOOL TRUST
COMPANY NUMBER: [numborj
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• Multi Academy Trust Model for Church of England Schools
tltE COMPANIES ACT 200S
COMpANY LIIIIIITED BY GUARANTEE
ARTICLES 0F ASSOCIATION
OF
ntE GREEN SCHOOL TRUST
INTERPRETATION
1 In lhe-co Anu:tes:-
(a) '1he Academ.1es" m~aM all the sc~oots referred to 10 Ar11cle 4 and e$:abl1shed by
the Cotnpanv (and "'Academy" ·Shall mean any one of those school$),
(b) "Academy Fmancial Yea(' rn~ans the academic year from 1t1 of Septembef lo 31"
of August of tne following year;
(e) Articles· means the~!' Articles of Associaoon or the Co:mpany:
(d) 'Ch•el Inspector' means Her Majesty's Chief Inspector of Educat•on. Children's
s-eMces and Skills or hts-successor;
(e) "clear days· 111 relntion to the penod of a notR:e means the pemd excluding 1he
day when the notJce is g1ven or deemed to be _g!ven and the day on whlch it is
given or on \vtlioh it is to take effect,
(l} "Ciefk" meat:~s the cferk to the Ojrectors or nny ottterperscn appointed to perform
the duties of the clefk tO the Diret:tors. inclUding a j-oint, ?SS!stant or deputy clark,
(g) "1h6 Company" means, save as otherwise dofined at Act.lcte 6.9, the CQmpany
Intended lo be regulated by these Artldes and referred to In Arlic.la 2:
(h) "Diocese• me:ans the Church or England djoe:M;e in which !he Aeademias are
situated;
(i) "Oi<X:o.an Board of Eduoabon• rneans. lh<ll body oonstituled under the Diocesan
BoardS of Ed!J'Caibon Measure 1991 for the Diocese end 8!1Y sucresaor body:
U) ·oiocesan Soard of Finance~ means tr..e Diocesan Bonrd of Finance for the
Diocese:
IS/.:)ttl201l ¥3
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Multi Academy Trust Model ror Church or Englond Schools
(k) ·01e Directors'" means. sa\'e as otherwise defined at Article fi..9, tho difec!ots.- of
the Ccmpony (and ·oire.ctor" means any one of those d!reclors);
(I) "financ.iaJ Expert' means-· an individual. company or rmn who is authorised to
give Investment advTce ~nder the Financial Setv1Ces and Marke-ts Act 2000;
(m) "1he lAs~ meallS an the IOCiil autt.Jontles rovering the e~reas in which the
Academ1es are situated (and '1he LA' shaU mean any one of these: local
authorities).
(n) 'Local Authority Assocla:od Parsons" means any person associated w1th any
local aulhcnty w!lhln lhe moan1ng given '" &&etton 69 cf the Local Gov~mw.ent
and Houslng Ac11989,
(o) 'local Governing Bodies· meall$ tnm c.ommJ~toes appo-Jn~d pursuant to Arllcies
100~102 and 104 (arut •Local Governlng Body" MaaM any ot1e of these
committees);
(p) ' Member" means a momber of lhe Company and someone who as such Is
bound by the undertaking contained In Artir:;te 8,
(q) "the Memotandum' tnean$ the Memorandum of A$sOQiatlon crf the Company;
(r) "Oifico.' means the reg1G~art!d ofti.ce of the Cumpany;
('!) ' Pare:n1 Direc:ors• m&ans- the OtroctOts t!l4d~d or appo1nte-d pursuan1 to Articles
53-56 inclusive,
(I) "Prinopals .. moans the: head teachers or tha Academf~ (and "Principa-l" means
any one of these head teachers),
(u) ' Pnncipal Reg.ul.al!lr" means. lhe body or per$.On app01n!ed a-s the Pnnclpal
Regulator under tho Clwillos Act 20 It
(v) ' Relevant Fundrng Agreements' means the agreement or agreements entered
Into by tho Cornpo.my c:md the s~re;ary of SI:Jte unde:r section 1 or the
Academies Act 2010 tor the estobfishment of each Academy. including any
v.cmatlon or suppSemental agreements there·ot;
(w)' ""Scheme of Oelegabon" means an lnstrumen1 by che Directors delegabng such
powers and responsibilities of tfle .Oireckl.rs aa may be appropriate for !hem to
delegate to the local Govem1ng Bodies-consistently w1th lhe Objects;
(11) "the sear means the common ~al of lhe Company !fit has one;
III·AIIfi201JVJ
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• Multi Academy Trust Model for Church or England Schools
(y) "Soa-etary of State'" meons1he Secretsry of Stale for Education 01 successor;
(z) ·staff D~rector- means an employe~ of the Company who may be appamtod a& a
Director porsuanl to Article 50A. 50B:
(aa) .,.-eacher" means a person employed under a contract of emp!oym~nt or a
contract for serv1ces or otherwise ertgaged tQ prtMde hli t>tnvlces .as a teilther i!1
ona or moce Academies:
(bb) •rrust&eG" means these trustees holding the schools' sltes and providtng tllern to
the Academy Trust for usa and occupatfon by the Academies:
(«) ~he Uniled Kmgdom" moan~ Great Britain and Northem Ireland;
(cfd) word$ •mportlng th$- mascu~ne gender onty shall include the femintne gender
Ward• lmporllng tl>o singular number sl\all Include tho plural number. and vice
versa:
(ee) subject as aforesaid. words or e.tp.l'c~slons contained In these Artiot.es shall,
unless the conte.d reqUire$ otherw!s.e. ~ar tho same meaumg as 1n the
Companies Act 2006, as apprgpria'le;
(ff) any reference to a statute cr stttutory provision Qr measure shall tncluda any statute or statutoJY provision or measure which repJaces or supersede.s such
·Statute or statutory provJSron or measure 'ncludmg any mochficatlon or
amendment thercyo.
2, The Company's name Is THE GREEN SCHOOL TRUST (ond m thio document I\ Is
caiJed "tha Company ')
3. TM Comp~ny's registered off;ce Is to be srtuated in England and Wales.
OBJECTS'
4. The Company's ob}•d ('tho Ob}act') ls •pacificafty rcstricte:l tb the followmg.
to advance. (or the publiC benefit edueatton In the United Kingdom, in particular but
Without prejliclfce 10 the generality ot the raregolng by C!5l.tab.llshing1 majf!t.alntng,
carrying on. mansg1ng ·and develoPing Academres which th-all otf~r a broad and
' tr a second "communlly use" object rs requtred tha: Projccl Lead can provide the wording whd'l rotrosses its anc11afy natura. Tho eJdsbng A~Je 4 m~ te preserved as 4(a) and 1he second added as ~(b) Under no CJtcumi13nc:.es l'floSY .t(a• be temm-ed
13Api\1201lo;3
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Mulll Academy Trust Model for Church of England Schools
bafanced curriculum arxt which shall include.
(1) Church of Englond 5Chools designated as such which shall bo cnnducted In
accordance With ttle pnnap!es, practices an~:t te-nets ·of lhe Church of England
both generally and 1n particular in rotation tn amm,ging for raUgfous educallotl
and daity acts of worship {as. required by the relevant FundJng Agr.ooment), and
having regard to any-advice issued by ihe OiocosaJ\ Board of Ectueabon: and
(ii} other Academjos whettur:r with or without a da.slgnaled totlglous-charatsefi but In rclatlon to each of lhe Academies to re.cognfte and support their Individual
character and respect lh~ diffe(tmt background of each and rt.s Unks lo the local
oommunii.Y whiCh it serv.es
5. In further.ance ofths Object but not further or otherw1se the Com~ny may e.xere1se the
following poweB:
{a) to draw, make, accept, endorse, discout\1, ext!!ruie and tswe pronussory notes,
bills dleqiJG$ and other irustrumonts. and to operate b~nk accounts m I he nome
of the Companv:
(b) to raise funds ancJ to invile and mcetvct contributions proVIded thal In raising
·funds the Company shall not undena~e any sUbStantial parmanenl 1radt'19
actlvlbes and shall conform to·..any relevant s:r.a~utory u~gutah-ons;
(c) (subJect to such further consents as may be reqwrcd by law or as may be
required from the Truste.es as landlords!Ucensots where this Is lhe c-ase) to
acquare, a!tnr, 1m provo and charga or otherwis& dls:pos.e at propur1y;
(d) •ubfect to Article 6 bnlow 10 employ wd1 starr, as are trecessary for the proper
pufsuit of che ObJect (u'M:fudtng the mAintenance or an effedive Church or
England olhosln relation to Academi"" lalhng Wilhm Article 4(1) ' ) •nd to make all
reasonable and nece5sary provlston tor the paYf11ents of pensions and
superannuation to staff a.nd tne:r dependants:
(e) 10 e-stabf.'$h or suppon. whether r1nanc:ialty or other.w1se~ any chantable lrusts.
assoelalions ot h1$litu1ians formed f·ora!l or any ollhe Obfed;
(f) 10 co-operale wull olhe.r charrtle-s, otner trdependenl schools. schools
: Vlftlcre ltl! ·community usa• ObJect 4(bJ ,...a& been added amend thi.S lo read .. Article l!(a)~lr IISApllliOIJ T'J
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Multi Academy Trust Model for Church or England School•
rna1ntamed by a toea! authonty, 16·19 Acodetmes, attemalive PfO\I.I~on
Aeadomles, Institutions within the further education sector, volunt-ary bod!~ and
. s..t~tutory authorities operating in rurtherance or !he Object and to e.xchango
information and advice with them:
(g) to pay out of funds of the Company the costs, charges and exp!!ns.as of and
lnctd(!ntal to ltle fonnallan and registration .of the Company;
(h) to establish, maintain, carry on, manage and de11eJop the Academlt!s at locationt
to be de<O<mrned by ihc Drre,tors;
(I) to offer s(:flolats_h,ps, exhibJ11oos, prtzes and awnrds to pupils and fonT'!er pupils •
.o.nd olherwi$B 10 f!ncourage and assist pupils and former pupils:
(j) to provide edutationat facili11as-and Sl!T\IiOOS"tb students of all ages and the wtder
commiJOity ror lhe public benmit,
(k) to carry out rese<orch Into the developmenl and appllcalion of new techniques In
educatian and to the1r approach to curoC1J1um devetopmonl a.nd delivery and to
publish the results af iUch research, and to de.volop means of benefiting from
app!Jcot!on of the expeoence of mdustry, comm~.tc.e, other schools and the
voltJnta()' sector1o the-education at puplts1n a~dcmles;
(1) subjed to ·such consen1s as roay be requ;red rrom the Trustees or othetwise
required by law ancllor by any con1racl enteted into by or en behalf of the
Comp.any, to borrow an.d raise money tor the furthtMal'\ca of th& Object rn such
manner and on such secunty as the Cornpony may lhink fit;
(m) lo-deposit or tnvest any funds of the Company not lmmediata.ty required for the
turtharat~ce of its object (but to invest onl~ after obtaining such advn:e fi'Onl a
finand aJ oxpcr1 as the Directors aons;der nece5&ilry and hnvmg regard to the
suhabillty or Tnveatmt:nts and the need for drvero!fica:tloo):
(n) to delegate the management of ln\lestments Ia a fin.andal e)Cpert, but only on
terms that
(i) Ule investment policy Is sel dQWn In wri1rng for lhe financial expert by lhe
Dlrector.s~
(ii) e\·-ery traneotton is reported promp1ly to 11\e Directors. 18 A:lrUGI!wl
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Mulli Academy Trust Moool for Church of England Scltools
(ill) lhe performance cf 1he lnvestmen1s '' revieWed regularly wHh ·the
011'edors,
(lv) lt'ia Onectors are entrtled lc canceJ lhe delegioihon arriingement ~t dllY time;
(v) the Investment pohcy and the delegaUon arrangement are reVIewed at
least once a year:
(vi) all payments due to the rinancial expert are on a scale or at a level which is
agreed Ill af;fva.nce and are notified promptly. to the Directors on receipt;
ond
(vol) the financial expert must not do anything ootside the powers . or tt)e
01rectors;
(o) lo arrange tor .QlVestments or- other property of the Company to be held in lhe
name or a nominee company acting Uf'lder the control of the Directors or of a
fmanclaJ expert acting under lhelr instruct1ons. and to pay any reasonabJa feo
requtred;
{p) to provide indemruty' lr:wmnce to 0Jredors· and the members of any Local
GO'Jeming Body {to the extent necessa~) In accordance with, and sub]eC1 to tho
cond1t1ons of section 232 to 235 of the Companies Act 2006. sei:tfon 189 or the
ChariUes Act 2011 or any other pnwls[on of law a~pRcab1o io charitable
companies and any sucllln<:emnity Is. limited accordingly:
(q) to establish subskfiary companoes to co;ry on any lrade m bUsiness ror the
PUTPOSe of rois.iog funds for the-Campany,
(1) to do all suth o1her lawful lhtngs -as 3re necessary ror or ace ino1dento1 to or
conducive to the achievement of the Objed and appropnale to lt"!n rolrgious
character of the Academy
6 1 The mcorne and properly of the Company shall be applied solely towards the
promotwn of the Object
6.2 None of the income or property of the Compaot may be pard..ortra(lsferred directly or
indirectly by way otdlvidenct bonus or otherwise by way or profit to any mcmb~r of the
Company. Nonetholcs:s a Man1bt71r of the Comp.anv who ts not a15o a Olredot rnay
(a) b<tnoft1 as a b•n<tfjciary oltha Company:
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MuiU Academy Trust Model lor Chwc11 ol Enotand Schoo Ia
(b) be paid reasonable and proper remuneratron for any goods or $erllces supplied lo
the Company;
(c) be paid rent for premt~res let by lhe Member of the Company if Ule arnou:nt of the
renl and other t-erms of Ure lett1ng are reasonable Bf1d proper; and
(d) be paid lntefe·st on money ieflt to the Company at a reasOnable and proper r\J'te,
such ra1e not to exceed 2 per cent per annum ~o·.v the base lending rate of a UK
ctearin.g bank sefected by Ole Directors. or 0.5%. whichever fs the higher~
6.3 A Director may benefit from any 1ndemnrty mswanca pur-chased al the Company'$
expense to cover lhe liability of the Oi:redors which by virtue of any rule of law would
otherwise attach to them 1n respect of any negligence, defaun or breach of trusl or
breach of dUty or whidl th.ey rroy be guilty in relation to U"'e Company: provided 1J'1:at
ar'!Y !tJCI1 1nsurance S.h.all nol 81CIC!ltld 10:
(I) any claim arising fmm any~ or omission which Directors know to be a broa.oh
oflrust or bfeach cf duty or which was commtltad by the D1ree10JS tn reckless:
dtsregard Ia whether It wa:s a breach of trust or bre:ach of duty or not, and,
(II) provided aiso lhal any 5\ICh Insurance shall net exlefflf lo lhe costo of ~ny
unsuccessful defence to a Qm'll!"lal prosecuhon bro1.1ght against the Onectors m
lt!eir- c:spedty 'iJ5 dtrect.Ors of the Company.
Further, thiS Artiole doe5 not Duthoris.e a Oirector to beneftl fmm any ird~mnity
Insurance that would t.. rendered void by ony provl•lon of !he CofTlpanles Act 2006,
the Chanties Act 2011 or any othe-r provis.lon of law.
6.4 A company, whlch has shares Usted on a recogmsed stock exchange a~ of which any
one Director holds no more than 1% of the Issued capital of that company, may
receive fees, r.emuneratlan or other benefi1 in mane.y or mone)"s worth frorn the
Company
6 5 ADlreaQr ma'f a1 U1$ dlscrellon of 1he Oifectors be te.lmbt.itsed frc.m theptoperty of Ule
Company for reasonable expt!n~ property Incurred by him or her wtlen acting on
beMif olthe Ccmpany, but exdudlng expenses in eannectton with foreign travel
6 B No D:reclor may:
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Mullt Academy Trust Model lor Church of England Schools
(a) buy any g<Xlds or sernresiromthe Company;
(b) sell goods, serwces. onmv lntCrett In land to the Co-mpany;
(t.} be employed by, or receive .any remuner~Jtion from tho Comp.:u1y other Utan a
r.lnnt~pal or a Stnff Director
(d) teceive any other fin·aoo-ul ben·eftt rrom tho Company unl~
(I) lh~ payment .IS pennrtted by Article 6.7 and tho Duectors follow !he
procedure and obServe the conditions set out In An1ele 6.8, or
(h) the Oirecto~ obtain the prior written approval of the Chanty Cornmt$Sion
an·d tuny comply wt1n any procedures lt proscribes.
6 7 Subject to A111cle 6.8, a Director mar.
(a) rece1ve a benefit frem the Compaay 10 lhe capaelly of a benef!Cli!ry of the
Company;
(b) be employed by !he Company or ontcr Into a cnntract for !he supply of goods or
services to the Company, other lhan for ac1ulg a$· a D!te¢tor;
(c) reC(w~:e mterest on money tent to the Comp:any at a reasonable and pC'tlper rate
not exoeedjng 2% per annum below the baso rate of a tle:anng bank to be
selected by the Directors, or 0.5%, which~veris the higher. and
(d) recetve rent for premises let by the Director to tho Company 1f the amcwnt of th.e
rent and the other term& or the lease-are reasonabte and pr<Jper
6 6 The Company and its Oiroctors may only re:Jy upon the authority provided by ArtiGie 6.7
if e~c.h of lfle following cond11ions is sallsfied
{a) the romuneratton or other sum$ pafd lo th~ Oirel;tor \'fo not e>eceed -an amount
lh.al is re-atonabla In ali i he clrclmlsta"'es
(b) the Director Is absen' from the pari of any meeting at which ihere Is discusskm
of:
(I) hts or her employment. remuneration, or any matter concommg II)&
contract, p;ayrnent or benefit. or
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Multi Academy Trust Model lor Church of England Schools
(ii) his or her pertormance-in the employment o.r his or her perfonn<:~nce of lhe
cootract (unless present solely In his or her cap~cily as an
employee), or
(ffi) an'{ ptoposai to enter into any a1Mr contract or arrangcmem with ttim or
her or la confer any benefrt upon him or h!!r that wouki be permitted undt'tf'
Artrcle 6. 7; or
(IV) any ather matter relating to a paymenl or the conferring of an)' bef"'efrt
permitled by Article 6.7,
(c) the Ofrectar does not vole on any such mat1er and Is not to be co.unled when
calculating whether a quorum of Directors is present at the meeting;
(d) tha omer Direaors. SJe satisfied that it is in the interests or the Company to
employ or lo contract with lhat Director ratber than wrih someone who is 110t a
Oiroc~or tn roachrng that decision the Directors must balance the advantage of
eruploy!ng a. Oiree1or -against tho disad~Jantages-of doing so (especially the loss
of the Dlreato(s services .as a reGutl or dealing wrth the Director's oonnicl or tntGres1):
(e) the re~son fQr lht!Jt decision 1S recorded by tha Directors In the mtnute book: and
(t) a majorrty of the Ouecrots them In office havo receiVed no such p.aymentl or
benefit,
6.8A The proVISion tn Artide B 6(c) ltK!t no Director may be employed by or re-Ct:N·ie any
remurter31ion from the Company (o11ler tllan a Staff Oiredor or Pnncipal ) does not
apply to an em~oyee of the Company who 15 sub&equently elected or appointed as a
Di-rector save that lhia Alticle shall only allow such a Ofrector to receive remuneraUon
or bo:nefit from Ute Comp:::~ny tn his capacity a5 an empfoyee of the Company and
providad 1hatlho procedure as set ou1 in Art•oles 6.8(b)(i), (")and 6.8 (c) rs fol lowed
6,9 lnM•<IM 6.2 • 6.9;
(a} "company" &hall Include anv companv In wtridl lhe Companv:
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• holds more lhan 50% of-the stlares: or
• contro11> more than SO~ of tho voting ngh!.s attached to I he shares~ or
• has the nght to appoint one or more Directors to the Board of lllc
Company,
(b) "Oirectot' shall Include any cllild, stepcll~d. parent, grMdc~. grandparent,
brother, sister- or spocse of ltle Diredcr or any person ltving with lhe Director as
hts or her partner;
(G} the employment or rernunerahon cf a Director i:nch.des the- engagem~nt or
rernune.ration of any firm or company fn which the Director l.s:.
(I) a partner,
(ii) an employre,
(iii) a consultant;
(1v) a <!'•ector:
(v) .a member, or
(\11) a shareholder. unless the share; of tht! company are ll&ted on -s
recogntsed stock axchan_ga and the Director holds less than 1% of the
J.ssued capital
7 The flab1illy of the members ollhe Company IS limlte<L
8, Every Member of the Company undertl.kes to contnbuto such amow'll as 1'1'1'3',' be
required (not exceeding flO) to 1he Company's assets If it should be wound up white
he or she is a Member or \vlthin one yoar after he or sha ceases to be a M~ber, for
payment of the Com.ptmy'S- debts and llatJIIIUos bofo1e he or she cea$e'S to be a
Memher and at the costs, charge-s an~ ex.penses of WIJ'ldrng up, and for the
adjun.lmcnt of lht!: rights or the contr1butOI'li!S amorrg U1~ms.eiVes
9. If the Compnny Is wound up or distiotved -and af1er all rts debts and liabilibes (including
any und~r r;ectlon 2 of the Aeademles Act 2010) have bee11 satisfied there remains
any property 11-shilll not be paid to or d;.s1nbuted a:nong the Members of the Company,
but shall be given or ltan$farrP..d to ocme nth~ chanty or chanUes tiaving objeCts
stmllar to tha Object which proh1b!ts the d~Stribu11on of its or ltlerr 1ncome and .property
to an extetH at least a$ great as Is imposed on the Company by Article 6 above,
cf";e~sen by lhe Members of the Company al or before the lim.a. of dissolution and Jt that
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Multi Academy Trust Model For Church or England Schools
cannot be done then to some other chant-able obj«:t
10 No al1erot1on or addrtio-n shall be m;a.cf:e to or ll'l the provisions of lhe Memorandum
andtor Art~ele.s w1thou.t the. \Witten collSe-nt of the Trustees and the Olr;u:e.san Board of
Educatfon.1
11 No alteration or addition shall be made to or in the PJOVISions af the Article$ whld'l
would have ltle effect (a) that the Company would cease lo be a company to whidl
sc-ctton 60 of the Companies Act 2006 apphe:~; or (b) thai the Company would cea.se to
boa charity.
MEMBERS'
12, The Members cf tile Company shall compose:
(a} the s~na:.ones to trut MemoraAdum, who shall be;
(I) tho i.Dndan Diocesan Board for Schools;
(fl) one appomtee of lhe London Diocesan Boatd for SchooJs norrunatfld for the
purpooe.
(iii) llte BIShop of Kenstng!or>
(b) the ch;ltrmon of the Director.;; ornl
(c) any person appointed under Artlole 16
13 Each of the pe,.ons entrtled to appoim Membe"' In Article 12 ohall have the rlg111 from
ume 10 time by written nolice delivered to the Office to remove any Member appointed
by 111ttm and lo appoint a ropJaccment Member to fill a vacancy whether resutting from
such romovaJ or otheMrfse
14 It any of tho persona-entiUcd to appo1nt Members '" Artlcle 12.:
(a) In the c.a-se of an indtvldUal, d1e or t>e-come legally lttcapacilated.
l The rcqWrement for lhe consenl or the Tn:!Jee:& and ttl!! Olacosan Board ol Education (wh11trtcr tttoy ate mcm bera cr otherwise) corresponds to thtHequirorr..:e:nt. fof maintained schools that the oonsen1 or these bodies be cl$ined prior to a change to tn!t lnshumentol Ga\'Cin!'l'le:nt under lhe Scr>oots Gove<na11C8 (Constil\Jiion) !E~glalld) ~egutotiops 2007
4 Tho DIE's p;otoronce IS tor employees of the COmpany IlQ! to be Membet'$.. lfl.AI)tii2013VJ.
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(b) ln the enso of o corporate ent11y. cease to e¥:!1t nnd are net replaced by a
successor lnalih..ihon: or
(e) becoln<ts onso1vent or mol.e• iJTf'/ arrangemen~ 01 ccm.,.,..rlon wih 111e .. credit<n
g""""'lly,
thov righl to appomt Members under those All•clas 51,.11 vest iTt the r~mainlng
Mmnbers.
IS Membc~ohip wllllormlrn:tte "utom•tlcally K
(1) a Member (_, Is a c:DJj>Qr.lte enldV) - to exist and Is net rC1))aced by a
successor lnlllhlhon;
!b) a Member (who Is an ln~llltdUal) dies or bewmes lneapable by rMson of Illness
or .Injury of milnaglng and adm.Jmsterrng Ns or her own afta1rs; or
(e) a M~ber becomes msctlvont or ma~es any arrangement oc txlrnpOOltion wt.h that
Mombor s cmdltors generolly.
t6 The Mmnbers w"' lha written consant at the Doocesan Board of Education may "!P""
by pa$$ng a spoaal reso!ulton In writtng to appclfllt sutn ada.toooal Members a. IIley
think fll and m\Jy agree by pasatng a special reoolutlon In W'l'!llng ID removo any Stith
eddrt!onal Members. provided lhDI auch appolntrnent or removal Js en the 1ntere$ts cf
lhe C0111P"ny
17 EvC!ry person oomln.atetJ to be a Member of the Compatty shall either algn e wna:en
conacntto beooma a Member or stgn the reg•iler af Membors on becoming a Mem~1
18 /Vty ,_, may reSign ptiMC!Gd tllat after such re51QlliO!Ial ll!e OUITTl>et of MemoeB
lt not len lt'l~n lhree A Member shaJI cease to ba ooe rmmedJdtely on 1~ receipt by
tl'le Company of a notlc:a 1n wnllng slgne.tJ by tho p~rson Of parsons ent1tled to remove
IWn un<fot At1Jcles 13 or 16 ptOV~ thai no ot.rth ncbce ohaU lake elfi'G1 when the
number of Member> tS lou Utan 11vee unless ~ cantam or IS aa:omD3nood by ll!e
appointment of a replacement Membetr
GENERAL MEETINGS
19 Tile Company ahaft hold on Annu•t General Me<:ttng every yoer In addition to any Olher
maat1ngs rn that year. ~nd shan apec1iy 1t;e meet1ng as UUQh In lho notice& calling 1t 10ot.pni 1Qih3
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and not more than fifteen months shaU elapse between the date of one Annual
Gener-al Meeting of the-Company-and lhal of the ne.~~:t PrvviCed that so long. as_. the
Company hoids rts lirsl Annual General Meeting wllhin eighleen monlhs of fts
1noorporat10n, it need not hold it In the year of rt.s Incorporation or 1n the toUawing year
The AnnuoJ General Meebng shall be held at $VCh lime ilnd pli:tce as: tile Otredors
stJall appoinl AU .general mee-tings other th3n Annual General Meetings sh.all be
called General Meetings.
20. The rnrcctors may call general meetings and, on the requlsilion ot Mernbers pursuant
to tho provislons of !he Companies A<:l 2006, shall forthwith proceed to a:nvene a
general meeung in accordance with Uwt AcL If there .llre net within the Unifed
Kingdom sufflclern Directors to call a general m~ting, any Director or any Member of
U1B Company may call a gomtrnl meeting
NOTICE OF GENERAL MEETINGS
21 Gene~l mee1Jngs shaJI be tailed bV Clllaa~ fotJrteon cleat days• nolice but a genefal
meeling may be called by sflorler nollce II II Is oo agreed by a maJorlly In number ol
Members havrng a rrght to attend alld vote and tOgether repc.esenting not less lhan
90% or the.l.otal vot'ng rights at tliat meebng
The nobce.shall 5peoify the b.me end ptacc of the meeting and the genend nature of
the bUsiness to be lrans.acted and', ln lhe case of an AnnUGI General Meeting. shall
sP<lOI't lhe meelmg as such. The nohce shall also swle1ho\1he Member •• entrtled to
appoint a pro)(y
The notice shall be gwenio all the Members, to 'the Ouectors :~nd ·auditoi$
22. Tile accidental omissicn to give notice of-a meeting to, or the non~rcceipt of notice of a
mooti,g by, llf1Y pcBon entitled to receive notice £hall not invalidata the p1oceedfng-s
altha! meeting
PROCEEDINGS AT GENERAL MEETINGS
23, No bu$ln_""SS 5haU be transacted at any meeling unless a quarum Is present A Member
counts towards the quorum by belng present either In person or by ·proxy, Two
persons entrt!ed to vote upon Ule business to be tn:msa:cted, each being a Member or a
proxy of a Member or s duty authon:sed repr-esentative of a Member yrgsmsatJon shall
toJ\'Sbtute a quorum~ 1GA;InJ 201Jy)
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2~ II a ql.forum is not present within half an hour from lhf: time appointed for the meeting,
or if dunng ii rneeting a quorum ce"'se.s to be present. the meeting shaO stand
adjoum¢d to the -same dDy in the next wee«. al the same time and place or to such
lime and place es the Directors may delennine.
25 If presen1, lhe chairman, If any. of the D~rectors shall Preside as dlairrt13n of the meeting
26. U lh<! ch-DiflllCJn of the Directors is not present within fiftcon mlnutes after the llrne
appointed fGf holding the meeung, the Membe.rs present and e~tiUed t.o vota shaU
choose one c f their number to be chairman.
V . A Director shall. notwithslanding that he is O(H a Member. be entrtled to atten.d and
speak at any general meeting
28. The chairman may, witllthe consent of a majority of the Members at a m&eling at which
a quorum is present (and sttall if so dire<:Led by the meetmg), adjourn the meettng imm
time to time and from place to place, but no bmines.s ·shan be transaaed at any
adjourned meeiJf1Q ather Ulan lhe busln!!'ss which might properly luM~ bf!en transCJde.d
at the meeting had thB.adjoummenl not taken ~ace When a meebng is adjoumr)d fct
fourteen days or more, at least-saven cfBar days· notice shatl be given spoclfying tha
time and pface of the adjnumod meeting and the general nature of the: bus:lns$S to be
traosacted. Other\\1Se 1tshatl not be necessary to-gl'l(e a.ny &uct! n-ctlca.
29. A resolution pu1 to the vote of lhe meeting shall be da.caded o-n a show of hands unless
before, or en the cfeclaraUon of Lhe result of lhe show of hands. a poll is duly
demanded.. Subject to lhe provisions of the Companhls Ad 2006, a poiJ may bo
demanded;
(a) by lhe chaorman; or
(b) by allaast two M~rnbers hawng the right to vole at ttte m~;>etrng; or.
(CJ by a Member or M(!mberS teprescnhnS riol lesG- than one-tenth ol the total voting
nghts of a!llh& Members haVIng I he nght lo vofe al the meet1ng
30. Unle.s a PQII Is duly demanded a declorahon by lhe charrmsn '""' a resolubon hilS been earned or earned unoounousty .. or by a p·iH'tJcular majority. or lost cr not camed
by a partJr::ular maJority snd un entry tQ that effed in the minutes of the meeting slia!l
be c;om;lusNe evidence of the fact Without proof of the number or proportiOn of the
votes re·oort!ed In favour ot onmains1 such r-esolution.
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31 Tho demand far a poll rnay tJe withdrawn, before llle poll Is taken, but only wrlh the
con~eru of the chairman. Thcs witildrawal of a demand ror a poll shafl not invoridaie the
result or a show of hands declared before the demand forlhe poll was made.
32, A poJI shall be taken as Ute chairrilan cffrcct.s and he may appoint Scrubneers (who need
not bl! Membert) and fi>t a tim-e, date and pJaca for declaring the resulls. The resutt of
me poll shan be dte.m·ed to be the tes.otuuon of me m8Cting at which lhe poO wa:a
demanded.
3.3. A poll dernallded on tha elect19n of tha chauman or on a queStion of· ad1ournmon1 shaJI
be taken immed\atery A poll demanded 011 any other question shall be t31re.r' erther
Immediately or at such time, date and place as lhe chairman d1tects no1 be.tng more
than llnrty days after tile poll Is demonded. The demand for a poll shall not prevent
co,ntinuance of a meebng for ltle trans~ctio-o of any bus.,ne$5 o!her than the que$tiC:Irl
on which ·the poll Is demanded r.r a poU Is demanded befo"' the dedaration of the
resull of a show of hands and the demand I'- duly withdrawn, the meel!ng shall
continue as if the demand hod not been made.
34. No ootica need be giVen cf a poll net taken Immediately if the bme and place- at wh1ch it
is to be taken are annOllllCed at the meeting-at which it is demanded. 1,-. other cases
at teast se .. ·cn clear days' notice . .shaU be given. specifying the lime and place at which
tho poll is to be taken
35. A ras.o!uuon in wntlng agreed by such number of members as. requ~red if 1t had been
proposed at a gonaraJ moetl'n_g shall be as effectual as if it had bee11 passed at a
general Ml!l!lting duly canvened and held ptovfded that a copy ~fthe proposed
resolution flas bi!Hm sent lO every Member The re:sollltion may consisl oi sovc-ral
instruments In the like form each ag~d by one or more Members.
VOTES OF MEMBERS
36. On-the show of hands every Member present in perSOn she!lt,O'Je one vote On a poll
.every Member present in person or by proxy shall ha'le one vole
37 Not used.
36. No Member sl')all bo-entitled to vole- at any general mcetmg i.inJess aU mone~s then
payable by him to Ill<> Company hava been paid.
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39. No objections shall be ra.ised to the qu.allrieaUo:n of any person lo vote at a·ny .gener;JI
mee-ting excepl at lha rnoeHng or ad;autned meehng al which the vote objected to JS
lendar&d, -and e~tery vote nol disallowed a.l' the meeting sholl be \'OOd Any objection
mad:B In due t~me shall be referred to the dlairman whose c!ecis.lon 5haJI be final and
Cion elusive.
•o. An instrument appo1rt.mg a proxy shall ~ 1n wntJnt;~ . signed by or on behalf of the
appointer and shall be m the fo!fowing tomt (or in a form as near thereto as
clrt.umS1ances allow or in any other form which Is usual or wt1ich lhe Oirectots may
a-JWrove) •
"WI/e, , , of !Je•ng a Member/Members ot the above named
Company, hereby appomt of • cr In his -absence. ... . . . d ....... as
my/our pro>:y to aUend, speak and vote in my/our name[sJ and on mytour behalf
iii the anr;ual genera) meeting/ geneml meetiAg of the Company to be held on
.201 1. ond al•ny ad;oummenl thereof.
Slgoe<l on 201 r
41 Where it is desired to afford Members· an oppcrtunity of instructing toe proxy how he
shan actlhe instrument appointing a proxy shan be'" the following form (or in a f01m
85 near thereto QS czrcurnstances allow or tn any other form wtl1ctlts. usual or whrch lha
Otreclors may appro"") .
·1rwe. . . of
hereby appoinl
being a Member/Members cf the above-named Company,
of , or in his OJbsence, of as my/cur proxy to
attend, spea)\: and vote '" my/our name[s} and on myJour t:ehatr at lhe annual
general meebngl geroeral meeting of the Company, 10 be Meld on . 201 1. and
al any adjournment thereof
Th!s rorm Is to be used in respaGt of the tt!SDiutions menboned below as lotio~
Resolution No 1 ..-01 • against
Re£olution No. 2 ·mr " against
• Strike out whichever Is no1 desired
UfllesG o!he.rwtr.;e ln$ttucted, the proxy may vote as t'le lhmi(S f.1 or abstain from voting.
18Aptii.201Svl
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Signed on 20( f
42. The lnstrumenl appoln~ng a pro•y ond any aulhonty under which Ills signed or a copy
of .su:h aUlhorily certified by a n.atacy or In some other way approved by lhe MemboNI
may;
(a) be deposited at the office oor at such other place Within the United Kingdom as is
specified In the notice con'lening lhe meeting or in any instrumefll of proxy senl
out by tne Company in re;lation to the meetion not less tl'lan 48 hours be·fore the
lime lm holding tho meeting or adjournc·d meeting at which the person named in
the instrument proposes to vote, or
(b) In I he cas<t or a poll taken more I han 48 hours after Ills demanded, be deposiled
a.s aforesa•d after the polt ha-s· been demanded and not fess than 24 hours before
lhe llll\0 appolnl&d fOf lhB laking Of the pall, or
{t;:) where the poll Is net taktm forthw)th but 1S taken not more I han 48 hours after It
was demanded, be delivered at the meeUng al whtdl the poll WiS demanded to
the chauman or to the CJer1( or·to any Oirectot.
and an instrument of prox-y wtuc:h is not deposited or delivered in a manner &o
pemutted shall be lfWttlid,
43. A vote gh,·cn or poll demanded by pro.xy or- by the duty authonsed representative- or a
corporation shall be valid notwithstanding the previous de1ennination gf the authority of
the person voting or dcmandrng a poll unless not1ce of the determtnation wns recetved
by the Company at the office or-at suth other ptace at whtch the instrurnent of proxy
was dW_y de~lted before the commencement of the meetrog or adjcumed meebng a1
which the vote given or the poll demanded or (or in the case or a pall taken otherwise
than on the samo day as thB mooting or adjoumod meeting) the tima appointed for
talung Ill<> pall.
44 Any organtSa!ion whtdl I$ a Member of thtl Company may by resolut10t1 cf Its board of
directors- or ot.her governing b¢dy authorise sUCh person as It think$ fit Ia ad -as Its
repr.,.enlallve olony meetir.g e>l the Company. and lhe ""'"""so oulhcll$ed shall be
entitled 'o exe."Cise the same powers on behalf of the o.rgan•s.atiQn wh•ch he represents
ns that organi'Sabon could exercise if rt we-re an individual Member or the Company.
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DIRECTORS
45. ThB numbef cf D!re:ctots shall be not foss l.han 1tvoo, trut (url!ess DtheiWfsc determined
by ordinary reoolutlnl'i') shyll not be $ub:ect ro any m-a.t1muro.
46. Subject to Articles 48-49, the Compa.rw shall have the follcrwlng Dlted,ors:
(a) Directors. appc~inted under Anlele 50,
(b) Staff Directors If appointed under Miele 50A; and'
(c) Parenl On-e<:tors tf appointed under Arhdes 53-66 in lhe event thai no provision
I& made for parent representabves em Local Govemtng Bodies under Article
101A.
(d) One or more Pnncipals who shall be appotnted under Article 57.
47 Th.e ComP<Jny may a.lso have any Co-opted Otrector 9ppo1nted under Article 58.
48 The ftrsl 01res::tors shan be th:ose persons named in the statement deltvered pursUant
lo sections. 9 and 12 of U'le Companies Ad 2009.
46 Future 01ructors shall be appotr.ted or elected, as the case may be-. under these
Art1~ies . VVhere it l' not possible for stJch a Director to be appointed or elected due to
the met that an Academy has not yet been established, then the rele'r.lnt Arllde or part
thereof shall not 8 p:ply.
APPOINTMENT OF OUIECTORS
50 The Members shall appo1nt Directors.
soA. The Members may appoint Stoff Directors adopbng the process set out In Article SOB
but shall ensure Utat the total number or Olrectors·who are employees cr the Campany
dres not exceed one third of the lDUtl number of Directors
SOB. In appointing the S:aff Of rectors, tho Dire'ctora shall. on Mhatr or tlla Members, hold a
seaet baUOt or a!J staff employed under a contract of omploymen1 at a ten1rsrc:t fOf
services or o;htuwise engaged to provide. servir.t!s to !hP. Company (~X"tfod1ng the
Prlndt'lll) at lhe Aeadsmoos All am>ngements lor the calling and the ccnd"ct of the
'Uote tNcre ~~no tCQUttDtl'lent lO have Start Dweetors, IM)I ate cptll:mal. IJ tl\cre a1e to be no Staff Oiredors, delete Articles 46(b), 5DA end 509 ena state "Not cs.ed" t.a A.u•l201!1 W'l ,.,.,.,rogo713183019.docx VN 1 Cli'09U '0·!10 00
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eJection and resolution of que:slio.n~ as lo wtuHher any pat$bn Is an ~UgibJe candjdato
shaU be determitH!d by ttte 01r~ctors If a Staff Director ceases lD woriC fer lha
Company then he tllall be cfsam&d to have reslgnad and at)atl cease lo bet a Director
$1u1:ornabc~!ly on termination of his work for tha Comp.an~~ An'f election of a Staff
Ouector which is t:ontested shall be hGid by StW'CI ballot
51 . Not used.
52. Not used.
PARENT DIRECTORS
53 In circumstances where the OireC1ors have not uppo•nted local Govem1ng Bodies in
respect of tna Acaticmles as envisaged in Article 1DtA there shall be a minimum or 2
Parent Dircct0t8 and otherwise such number as lhe Members shaU deckle who shaiJ
~ appoin!od or e lode-d in accordanco-wflh Af1ides 54 • 56.
54 Parent Directors and Parent members of the loca-l Governing Bodies or AdVisor:y
Bodies shall be electt!d ct appointed by the parents of r~gtstered pupits at one or mora
of the Academ.es and eath must ba a_ parent al the time 'when he is erected or
appornled
54A Notwithstanding A111de 53, If no paren.1s put thems.ruves forw<)td for r!lechon tho
number ot Parent Otret%01'$ and Par~nt rnembtU! of the Locaf Govl!rn!ng Bod1e.s m
AdVI5Cry 8Qc;:fie$ required s.ha!l be made llp by Parent Directors and Parent me1'1'1hers
appolmod by the Dr-s
55 The O~rectors shall make all neceuary orrangements for, and determme a!\ other
matte;-s refatrng to, an election of the Parent Ofrectors or Parent members of Local
Governing Bodies or AdvisOry Bodies. induding an:y quest1oo of wh.ether a person is a
parent or a regislered pupil al one or the Aa.demies. My eteotlon of the Parent
Dfredors crPamnl members or the local Governing Bodies or Advtsory Bodies which
(s oonto&ed shall bo held by secret balloL
56 In appoint;~ a Parent Dnedot or Parent m~nber of a Local Govemtng Body or
AdVI$ory Body the Otree:tors snaJI -appo1nt a person Who Is. tha parent of a-regJstered
pUpil at an Academy: or w~ere rl Is not reas-onably pra~icaJ lo d-o so. a person who fa
the parcnl of. child o! oornpuloory •chool ase.
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THE PRINCIPAl
57. The Principals sf'lall be appointed by the 0/rod!)rs and al'ly Principal who Is appointed
as a Director must be a Principal of one .of the Academtes· at th.e Umo cf h1s or he:r
electfon or appointment
CO·OPTED DIRECTORS
58 Tho Dtrectprs appo1nU!d urn1er Al1ltla 50 w1lh lh• consent at tho O:oce.an Board of
Educatfon may appoint up to 2 Co-opted Ofrectors lot such term (not exc:eed!ng fQur
yeats) and otht:otwi!ie upon sud\ ccnd!t1on$ as they shall think fit. A 'Co-opted Olre-Gtor'
means a porson who is appoint~ to be a Dlte~t by being Co-opled by Otrectors who
have not lhemtselves been so appolf'lted The Directors may not oa-opt an employee
or the Compan)' as a C-a-opted Dlro.ctor if t~reby th~ numbtlr of Oilec:tors who qre
employees or ths Company would excead One third of the total number of Directors
including tho Ptlndpal
59. 63. Not used
TERM OF OFFICE
64. Tl)e tenn of office for any Dlret:tot (Qther- than C~p!ed 0Jrecto1'$ unUer Arbcte 58)
shAll be up to four ye:ars, Subject to rem.a!nmg el~ible to be a particular type of
Director, any Dlroow may~ re-•ppo,ni!XI e< ro-<!l~ed.
RESIGNATlDN AND REMOVAL
65 A Oir-edor shall c:ease- lo hold office If he resigns his offJOe by notice to the Company
(Dut or~ly Jr at leas111ll'ee Olredors wUI rematn rn office \\tlen lhe notice of resignation is
to take etred)
66 A Orrector shall cease to hold office U he is removed by -the person cr person$ who
appointed hrm, This Article does not a~y In respect of a Parent Director
67 Where a 01rector resigns his office or is remo'led from office, the D1redoror, where he
is removed from office, those remoVing htm~ shall give written nouce lhereor lO tho
Clerk.
DISQUAUFIC'ATION OF DIRECTORS
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68 No perSon shall be qualiflod to be a Oirecto..-unk!ss he is aged 18 or over at t.ha date of
his etection or appotn1monl No curren1 pt:prl or c;unenl student of any of the
Academies 5hatl be a Dfrector.
69. A Otret'ltlr $hall c:ease Ia hold Office if he b·ecomes Incapable by reason or illness or
injury of managtng cr administering his awn affairs:,
70. A Director shari cea$e to hold offfca if ho is absent without the permiss;ioo or lhe
Directors from aU their rneetin_g$ t'le!d wlth!n a period of stx months and 100 Olr:e~ors
resolve that his clfice be V4lCSt.ed
71 A p~rson shall be disqualified from hcldlng or contanuing to hokt office a!HJ Olrector If;
(a) Jlls estate has been sequestrated and ~he sequestratlon has not been
dls.ch.arged, annulled or reduced: or
(b) he ls 1M subiect cf a bankruptcy restrictions order or an interim order.
72.. A pei"$on s-hall be disqualified from holding or continumg t.o hold office a.s a Director af
any Ume wl'!an he is stJb}ed to a disquafificohon (lfder m a dfsquallficallon undertatdnQ
under the Company Directors Disqualification Act 1966 or lo an ofder made under
secti~n 429{2)lb) ol lha Insolvency Act 1986 ifallure 10 poy under CXJUnty cnurt
sdminlstratio:n orde.t ) ,
73 A Director shafl t:ea!;e to hold office if he ceases to be a O!rec;tor by v'i11ua or any
provu:uon m the Compantes Act 2006 cr is disqualrhed frorn ac;tjng ae a lMtee by
vut ue of section 118 of the Charities Act 201 \ (cr any stutut.Ory re~nadmt:!nt or
modifmt:ion oflh.at proVI"Glan),
74 A pet'SOn shall be dis.qualrfi-ed from holding or CDntirwJng to hold o1fic;e as s 01rec:tor 11
he has been removed fro:m the office of chanty trustee or trustee for a chsmty by en
order made by the Ctjanty Commrssion or \1')9 Htgh Court en the grounds of any
mi$CQflduC1 or mismanagement tn the adi'nlnlstratton of the charity for which he W;)S
responsible or to which he was pnvy. or wtnch h$ by his conduct contributed to or
laaliloted
75 Nol used.
76 Nol used.
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77. A person shan he djsqUa1ilied from hold1ng or contlnul'l!) to hold oflice as a Ofrector
wf'le(f! ha has, at any bme, been r;.onv~~ud or any crim!nal offence. exchtdlng any I hat
have boo-n spent under t..,e Rehahlhtallon of Offenders. Act 1974 as amcndet.J. and
e.xduding any offence ror wh!Clh the maxirn.um !>Cntcnce £s a fine or a Jesser $ehtern:o
except where- a perso.n hDS been convicted of any offence wtlicll taUs under sethoO
178 oltl>e Charities Act 2011.
78. Alter the first Academy has opened. a person shall be disqualified frcm holdrng or
contiT'luJng to hold otrlCe as a Director 11 he has rot p!'ovld~d to lhc chalnnDn of !he
Dnectors a aiminaf rMords certificate 8t an enhanced dasclosure lcveJ under section
113B of the Polu:J! Act 1997 In -tile event that tM cartlf1til!e dlsdoses any inJorma:ro11
whtdl wouki rn the o:p1nlon of either the o'llakman [or the Chlef ~ccutive Off1cer]
conftrm tholr unsullabifity to work with children that person shall be disqualified. If a
d1spiJte arlse-s as to whether a person ~hall be dJsql.lalif!ed~ a referral shall b'e made to
lhe S~retaty of -State to determme the matter. The d.Qtermlnatlon of the Secretary o~
Stile s~all be final
79. Where. by Vtrtue of lhcsa Articles a person become$ dt.SQuallfied ftom holding, or
conhnulng lo hold office as a Director; and he 15, or 15 proposad, to become auch a
D~rector, he $hall upon beco-ming so disquohfied give wr(tlen notfce of that fact to the
Clerk
60 1\rticlos 68 to 74, Articles n to 79 and Artocles 97to 98 also~pptt to any member of
any committee of the Directors.. !ncludrng -a L~l Govoming Body. who is nol a
Orrector.
CLERK TO THE DIRECTORS
81 The Clerk shall be appointed by the Directors for such term, at suth ternuncratlOl"' anD
upon suet'! condrt:ons- as !hey may lhlnk fit: and any Clerk so eppotnted rnay be
removed by tttem The Clerk £hall nol be a Director. or a Prim-•pal Notwithstanding
this Arbde. the 01redors may, wh~re lhe Clerk rails to attend a meeting of IM:lrs.
appojm any one of their number or any other pe:rson to scl85 CJ~rk. for 1he purpose-s of
I hal meeling.
CHAIRMAN AND VICE'CHAIRMAN OF THE DIRECTORS
82 Tlrr! Membors -shall, not less tt..an every four ye.a:IS and after consulting with llle 18 APiil 2Q13 vl ,..,. .. ,,ago; 131 83019.dOCJ< VN l t7091l 18-30{)0
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Directors. elecl a charrman from among the Directors and lhe Directors sha!l1 not ~
thon evety four years, e!ed a viae-chamnan from among lheir nvmbe:r A 01rectorwho
fs employed by the Company 5ha!l nol be ellgtble for eladion as chilirman or vice-
chairman
SJ Subject to Miclo 84, lho Oharrman or vlce-cliairman sheU hold office os suoh until his
.successor has been ~lected in accotdan<:e w1th Art1cle 85
84 The cllairman or v1ce~chairman may at any ttme remgn his offrce by QIVIIlQ notice in
writing to the C~rk. The d\al.rma:n or vlce~chairman shall cease to hold office ff:
(a) ho ceases to b8 a Director.
(b) h8 is employed by tho Comp-any:
(c) he Is removed from ol!ice tn acm<dance wllh those Articles; or
(d) '" the t;ase of too vice-chairman, he " elected In accordanco wtth lht>se Atttdes
10 fill a vacancy 1n the offiee of charrman.
B!i Where by n~ascn of any of the matters referred to hiAtttcle 84. a va.::.anoy artses m the
office ot V1te-<Jhairman, the Orrectors shall at the!r llel(1 meehng elect one of their
number to fill th!ilt v.aCQnay Where by reason of any: of the matters referred to in
Artitfe 84. e vaca!lcy artses in the office of c:heirman the Members shall elect a
chainnan from amcng the Ofrectors to fill dlat vacancy
86 Where the chD1rman is absent from any meeting ar there Is allh:e t1me a vacancy in
the office of the cha1rman, the·vl~hatrman shall ac1 as the cha1r for the purposes of
the meeting.
87 Where in the circumstances referred to In Ar1ide 86 the vice-chairman is also absent
from the meeting or there is at the lime ..a vac:an.cv in the office of vice-chairman, the
Otrectors &haU ~!ect one of lhe1t number to oct, as a chauman for 1he PL!rpos.es of that
m&e-tlng, provtd«< that the Diractor e!eded shall not be a ptmon who ls emptoyed by
tl1e Company,
88 The SeC!retary shaU act as thalrman during that part of any mee-ting at whic-h the
chai1Tl1an IS elected
89 Any e!ect1on of the thatrman or vice-chcurman whiCh lS contested shall be held by
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90 The Mli!mbe:rs may remove tho cltairman and U'o Oitectors may remove the vlce
chatrm.an frcm office In accof~aoce wrth these Attltltls
91 A tesolutJon lo remove tho cnahman or vlca-ch.alrman from offi~ which 1s passed at a
meaung or tha Directors or Members sttall not l"'a\14 effect untess4
(i) It is cpnflfmed by a resolution passed at a second meeting of the 01rectcrs or
Mernbe'"' heJd no'lle5s thari fourtaen day$ P.Hr.r the fiT$1 meeting; and
(II) the matte-r or the ehatrmen's or vlte-charrman's removal from offroe-ls specified
a5 an Item o, business on the agenda tor eath of those meetings
92 Bef·ore the Ow~tors or Members resolve at the relevant meeting on whether to confirm
the resolution to remove the cha1rman or Vlce-dta;rman from office. the Member o-r
Members, Onector or Directors proposing his removol sh.oU -at that m.eetJng stote therr
reasons for doing so and the chairmon or .. ·K:e-cha!rman shall be· given an opportunity
to ma~e a statement ill response
POWI<RS OF DIRECTORS
93 Subject to proVIsions of the Companl"" 1\ct 2006, 1he Articles and to ony directions
g1ven by special resolution. the butuness of 1he Company shall be managed by the
Oiredars who may exercise an the powers of lhe Company. No alleraUon of lt!e
Art1'les and no such c;l1rectioJ1 shall rnvalidate any pnor o.ct of the Olrectors whrch
wgutd nave been vatid rt that alteration h3d n:ot boo-n rnade or tho:t drrechon had not
been given The powers ,g1ven by1h1S ArticJe shall not be tfmi1ed by any special power grven to the 01rectors by tne Art1cles ond a meetrng of Onectors at wtnch a quonnn ts
present mny exercise-all the powers exercisable by tile Oir~ctors.
94_ In addi1ioo to all powers hereby expressly ron! erred upan ihem and without dotractlng
from the gener:lfi1y of their powers under lhtt Articles !he DjrectDrs shall have the
iotlowmg powers-. namely·
(a} to -expend the fur.ds-of tt)e Company rn such manner as. they shall cons1dar mos1
beneficial for the achlavement of the Object and to inve-at in the r'IOime of lhe
Company r.uch pan of ~he funds as lh&y May se~ fit and to du-ect the -sale or
transposition cf -any sucn Invest.mel'ltl\ and to ~xpand II'~ ptoeeCdG of an'y such
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sale In fu~heronce of the Objea:
(b) to enter into contracts on behalf ofthe Company.
95. Not used.
96. Any bank acrount in v.illch any money of the Company is deposited shaD be operated
by the Directors in the name of the Company. AU cheques and orders for lhe payment
or money from such an accounl U.a!l be signed by at loast two s;gnatories aulhorised
by lhO O£roctors
COIIFUCTS OF INTEREST
9·7 Any Director who has or can have C'lny dirBol ot kldlred duty or per$0nal Interest
(lnquding bul not limited to any Personal Financial tmerest) v.11•ch cortfllcts or may
conflttl with has d:vtles as a 01rector shall dls.cl<tse-thai tad to the Orrec:tors as soon as
he: becomes aware ot rt. A Director mtJsl absent hlm5elf fram any dl~s-!ons of the
Directors an which rt Is poss.1ble that a conflict will anse between his duty to act solely ln
the Interests of tl:le Company and any duty or personal interest (including but not
lfmi1~ to any PeraoniJI Financial Interest).
98 For the pwpo:se of Article 97. a Director ha·s a Personal Financial Interest- In the
empfoyment or remuneration af. or the proVision of any oUter benefit to, that Director
as permitt..."'d by and as defined by Anlcles 5.5 • 6.9
THE MINUTES
99 The mln.utes of the proceedings of a meeting of the Otreaors shaD be drawn up and
entered Into a bool( kept for the purpose by tho parson acting as Clerk for the
purposos ortiW> mecllng, and llhall be r;jgl1!ld (subjoctlo 1111> approval of the Dl•edors)
at the same or next tt,Jbsequent J'T'10et1ng by the porson aaring as cha~tm.an lt·.e.re-af
The mmuteS: S:hail include a record of.
(a) all apporntments of officers made by the Directors; and
(b} all proceedings at meetings of ltle Company and or the Directo-rs and ot
committees of Directors lntfudlng the names of the Oireclors present Cil etlch such meeting
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100. Subiect ID these M•<?••· the Directors:
{a) may appofnt separale commrttees to-be known as Local Governing Bodies ror
each Academy and the Directors· shall be free to appofnt one commtttea far
several Academies If tlley so 'wish; and
{b) may establish any other committee.
101. Subject to these ArticleS'-, the co.nstitution, membershrp .and proc::e-edlngs of any
committee shall be dttlermlned by the Directors. The es!abfishme(jt, terms or
refe:rence, ronstrtution and rnamt'Jltfs.hlp of anv commiUM. of the Directors shall be
mviewod at least once In every two!ve-montha. TM membec.swp cf any commdtee of
1M Directors may include persons wno aro not Dlr&ctors. pmyldod l~at (with 1110
exception of th& Local Governing Bodtes) a maJority of members of any such
committee shall be Oirectora. Except in tho casft of a local Goveming Body, no vole
on any marta:r shafl bo taken ..al a meoling oJ a o::unml1t~ of tha Olmctt;Hs unless the
majoo1y or members of Ule comm1tte-e prMent are Directors.
101A. The D•toc:tcm shan ensure that ar1y local Govern•ng Body 6hallmclud~ at least 2
ell.'!ded reptesentativ~s. oflhr! partonls of pupils ~1t¢nding the retevant Academy and
at laast 1 el~cted r~pmser,lati'.'e Qf lha staff at the relevant Academy
102- Not US<ld . •
103. Notusod
104. The fundions and proceedings of tho Local Governing Bodies shall be subjed to
regutauons mado by tho Dlmcto1s from lime to time.
DELEGATION
105. The On·ecto1s may deteg~~e to any Olw,:ctor commiUee (tnd\~dmg any local Gcwerning
Body), Prlncipall or any o1her holder of en exewtlve office. sudl of their po .. vers or
·functions as Liley conside.r desfrable lo be ex·ercised by them. My such delegatton
shall be made s,ubject to any cor;d11ions the Directors may impose, and may be
revoked or altered
106 Where any P.ower or functiDn of the Directors has been exerd:sed by any commlttoa
(including any local Governing Body}, any Director, Principal, 1 or any other holder of
an executive affice, tlla:l person ar committee shall report to the Directors 11'1 ~peel of 16AJI(IIZ013v3
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any aaJon aaken or daCJ$ron made w!lh ~~~poet La the elterclso of tt,at power or
functtcn at the rn~etlr.g c f the 01reaars 1rnmecha1eJy rollowmg the- taktng of the aebon
or tM making of the dl!cmion.
PRINCIPALS AND STAFF
107 The Directors. (after eonsultabon w•th tha Diocesan Board cr EduO$bOn and having
made U5e of any relevant power$ under section t24A of the School Standards and
Framework Ac.1 1998 or under the- relevant suppJemental funding agreeme.nt 1n respt;:-ct
of each_ Academy) sho.tl appoinl1he Prindp.o15 of the Academies. The Directors may
delegate such powers and •unctions as they consider are required by the Prirn:ip.a!s For
the internal organ;safion. manggeme..,t and control of the Aw:Jdemies (including tho
implementation of all policies uppro\l'ed by the Directors and fer the direction of the
teaching and cumculum st the Academies).
107 A. In appointing staff the Directors will have regard where relevant to their pov.-ers under
section 124A of the School Standards and FramevJOik Act 1998 or to t.tte pcwer.s
providetd to them under lhe tolavant Stlpplemental funding agr&ement tn respect of
each Academy and to th&.r _po·~t·er whore relevant 10 dec!aro a Genulna O~patton~l
Requirem.ent for non-toacltlng appointmQnts where U"Wty believe this to b& justified.
MEETINGS OF THE DIRECTORS
108. Subject to th&Se An«:les. the Olredo~ may rogulate !herr proceodrngs as they lhrnk frl
109. The Dlr&(:SDt& st'la!l hold at toast lhrQi! m&eling$ Jn e'lery s.thool yei,ir Meetings of the
D!ractor5 shall be ~X~nvened by the Clert:.. In e-Xerosrng hi$ funcb6rl$ IJnde-r lhrs Artltle
I he Cieri< sttall comply wrlh any drred.,n:
{a) grven by the Olredol$: or
(b) gwen by tile chairman of the Directors or. In hts absence or where ·there is a
vacancy tn the office of chairman. tha vlce-cllainnan of the Directors, so far a.s
such direction is not inconsiatent with any direction glv~n as montlcMd in (a).
110. My uuee Directors may, by notiCe In wnting gfvon to cna Clerk, roqu1a~lion a meelr.ng cf
t.h!! Olrec.1ors, and tt shall be tile duty of the c :lerk lo con'Vei"le suc!"l a meeting as soon
as iG roa$onabty practiCflble
111 Each Olteetor shall be given at least $even clear dayw before the dat1! of a m~etmg· l!l.,¢120t3vl.
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(I) noh"' in wnling Iller..,(, signed by lhe Clerk, and sent Ia cocn Dlreelnr at tho
address prov1d~d by each Director from t1me to tune; and
(h) a copy of the agenda for llle meetu>g,
provided lha1 where the chairman or. in his absence or where there is a vacancy In the
off;;ce cf choim1a.n, the :vice-chanman. so determ1:00s an tho ground that there aro
maHe:s demanding urgent COf1Gideraticn, it shall be sufficient if tho wnuen notlc:a of a
meetmg, and 1he copy of lhe agenda thereof are gi·1e.n wlttltn s..uch shoncr ponoo a& he
directs.
112. The convemng of a meeting and the proceedings conducted l..hereat shall not bo
tnvaJidafed by reason of any lndMdual not having receiVed wr,non notice of l~e
m~lng or a copy or the agenda thereof.
113 A resolution to rescind or vary a resolution carried at a previous meeting of lhe
Otrectors shan not be proposed at a meeting of tno Ottecrors un~ss the alf'lslderatlon
of the re~clssto-n or varfatJon of the puwtous rMoluhOn is a specif!c hom of business on
ltle agenda roc I hat mcabng
114 A meetiog of tho Directors &Mil bO larmlnated larlhwilh II;
(a) ttle Directors sa resm·1o, or
{b) the number of Oirec1ors present ceasos to con.slrtute a quorum tor a meetong of
the Directors In accordance with Article 117, &ubje,ct tG An ide 1 Hl.
115 Wher.e in ac:cordance With Artic!a 11-4 a l'ndtltlrlg tS trOt hold or ls terminated before all
the matters specified as item! of bus:nr!GS on tM -aaend3 for the meeting hpve been
disposed at, a ru;t,cr mM:t!ng shall be eolivened by lhe Clerk as soon as ts
reasonably pracHcabJe, but "' any ovent w1thm seven d.ayli of the dJie o-n wh1ch the
mee-ting was orig~n~lly to be he-ld or was so lerrninated.
11 B \I'J11E!te It:~ Directors re5olve in accordance wfth Article 114 to adjourn a meeting before
at! the !~ems of bu5'in~:Ss on lhe i!genda haVe been disPGSed of, l.he Directors shafJ
before do1ng ·so deJenn1ne the hme and date at whrch a further meetmg ts to be held
for the pv;rpc5e5 of cornpl-eb.ng ltle considerntioq cf those Items., and they &haU dlrect
the C.lertc to convene a meetrr,y acoarcfingl)',
117 Subjer;llo Article 119 the quorum ror a meeting or the Diredors, and any veto on anv 10Ard)'Oil'l)
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matt!!r thereat. shaU be: any- three Directors, or, whore greater any ono lh1rd (rounded
up to a Whole number) of lhB total number of Olredors hcldl.ng ofnoo at tho dale of the
meoling
118_ ThB Olroaora may act notwiths.tandlng any •acancles In lhelr number, but, If l~e numbers of Directors is ll)ss t~an the number fixed as the quorum, lt'le c»nllnum_g
Dlrect():rs may act only fat the: purpe!:e of filling vacancies or of calllng a gener-.al
meellng
119 The quorum ft~i" I he purpo:r;es of
(I) appointing a porenl Ou-ect"' under Amctes 56;
(ii) a.nv vote on the removal cf a Director l.n acoordance with Artfcle 66; and
(iii) any vote on the removal of the Chainnan of the Oir&dors In accordance with
Artide 90,
shaJI be apy two·lhlrcts (rounded up to a whole number) or the persons who are at m~
time Directors entrtled to vote on lhQSe r;e~cbve matters..
120. Subj&Ct to these Articles, every que.stlot1 to be d@ddl!d at a meeting of the Ou-eQors
.&hall te de!ermin~d by a major1ry or the voras or tht! Olroctots present and vatmg Oil
the questlcn. Every Director &hall have one veto.
1'21 . Subject to Anlcles 117 -119, where there is an equal dj.., J~n ot vo~~s·, the chairman of
the m~eUng shall bave a casting vote in addrtlon to any other vote he may have
122, The proceedings oiiiM> Dlred.ors ohall nol be '"'"'lidated by
(a) any Vat:ilncy among their number; OT
(b) any defect In 1he elechon. appointment or nomination of any Director
123. A resolubon in writing, signed by all the Drrectors entitled to receive notice cf a mee.ung
of Directors or of a committee of Directors, shall be valid and effedtvr! as If rt had been
passed at a me:efing of Directors or (asth·e case m-ay be) a CM'lmltte& cr Oireo:tors. duly
convened a.nd held. Such a msolut!on may cons•sl of several documerlts In lt;e same
form, each $1gned by one Ql mote cf tha OIIectocs.
124, Subtect to Artie\• 125, the Ou-.ctorul)all ensure thai a oopy of· UIA:u1201lvl
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(a) the agenda for every mee-ting oflhe Otr&crots.1
(b) the draH minutes of every such meeting, If !bey have been approved by 100
person·ad!ng as cha1tman of thai mea~
{c) the signed minute& or every StJch moeltng: and
(d) any report, documoru or othor paper COflSidered at any s.uch meeting,
are, as soon as Is reasonably practleabie, made available a1 e•1ery Academy to
pef~f'IS w1-shlog Ia ln&pecllhem.
125 Than! may be exdi.Jded from any l'tem reqvrred to be made avaflab-te jn pursuance of
At1ide 124~ any ma1erta1 relat1ng to·
(a) a namod teachet or o1her person employed, or proDCtSed to be employed. ot any
Academy:
(P) a named pupil at. or candidateior admission to. any Academy:· and
{1:) any matter whlcll, b-y reason ol Its nature, the Directors are -satisfied shou~
roma11'1 confnknlral
128. An'J Director shall be nb!e lo particiP{llF, in meetings of the Directors by lelephc.ne or
video aonference provided thai'
(a) he has giVen notice of his ln1emtion to do so delailtng lfle telephone number on
~1th he can be.re~chad and/or ~ppropniJte delalls of the video conference suue
from which he shan be tak1ng part at lhe trme of the meeting at least 48 hours
before the meetmg: and,
(b) toe Drreclor3 have acceos to the appropriate equipment if after all reasonable
e:fforts it does not prove possible for ille pers.on to paruc1pa!a: by leJephone or
video conrerence the meetmg may still llfOCCed w~h its business proVided II Is
otherwise quorate.
PATRONS AND HONORARY OFFICERS
127 The Directors may rrom l.lmo to time appoint any porson whether or not a Member of
the Co.mpany t:O be a patron cf 11le Company Of Ia tlotd·any honorary oflice and roay
datermine for what period he ;s lo ttotd such orrice. 181\11rU!I-1hl "'"'"'io90713163019 .dOC X VI~ 1 071YJ1J '8·3li-OO
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TH~ SEAL
128 The seal, 1f any. shall only be used by tn.e authority of the Oiredors or of a committee
af Olreaors authonsed by the: O~rectors. The. Directors may de1enn10e 'Ntlo shall sign
any instrument to which tile seal ts: affixed nnd unless otheroise so determlned ct ·shall
be signed by a Director and by I he CleTI< or by a second D irector.
ACCOUNTS
129 Accounts shall be prepared in .accorchJnce With the roJovant Statmne.n1 ot
Recommended Practtce as If the Company \'laS a non-exempt t::hatlty an~ Parts 15
and 16 of u,e Companies Act 2006 and shaR filo those with lhe Secretary <>f Slat~ and
the Principal Regula1or by 31 Oeccmbo.r fot each Academy Flnandal Year
ANNUAL REPORT
130. The Directors snail prepare hs Annu•l Report in acconlance wilt> lhe Statement of
R~t::ommended Pra<;llq, as d the Company was a non-exempt chanty and shall file
lhese wllh lhe Setretary of Slate 11nd the Principal Resulatcr by 3l December each
Academy Financial Ve3r
ANNUAL RETURN
131 The Directors shall comply with their obligations under Part 24 of lhe Charities ACI
2006 (or any statutO<)' re-enactment or mc<flficlibon of that Acl) wtlh regard to the
preparation of an annual retum to the Registrar of Companies and In accordance with
lhe Statement of Recomme11ded Practice .as ifthe Company was a non.-excmpl charity
and to llle Secretary of Stale and the Pnncopal Regulator by 31 December each
Academy FlflandaJ Year
NOTICES
132_ Any notice 10 be. g•vento or by any pel'$on pursuant 10 these Artic:les (other than a
notice calling a meehng of the directors) Shall be In wnling or shall be giVen u•lng
eledtOmc;: C:Qmmumcabons ta an address for the- time bemg notified tor that purpo$e to
the person gJving the notice. lo these Article$. ·addre$5. in relation to electronic
communica1ions. Includes a numbe-r or address used for the purposes of such
r;qmmumcations.
133 A notice may be _g1ven by the Company to a Mem~r either personally or by ser.dlng 1t llAprlUOIJ ~·l
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by post In a prepaid envelope addlessed to lhe Member at his rog<Stered address or
by loav1ng d at that addrou or by G"'"'ll n W-"'9 elecuonoc c:omrmnc:allOnS to an address for lhe tJme being ncc•fted 10 lhe Company by lhe l.l<>mber A Ml>mbet "'llose
~lsU!red address Is no4 within lhe Unrted Kingdom and who QNe$ 10 lhe Company an
address wilhtn lhe Un1ted t(ingdcm at wh1~~;h not~es m.ay be gwen to him, or an
address to which nol!cet: may be sent Us!ng etecrranfc communications. 'Shall be
entlt!~d to have notices glvon to hin~ at that addtesa. but othorwl:s.e '"' $\lth Member
$hell be entJt.Jed to fC{;elvc any notleo from the Company
134 A Membe/ presern, erther in person or by proxy, at any m<!Ctrng ot lhe Company sh>D
be deemed 10 nave recerved ncruoe c1 lhe rneemg and where neees»ry, al 1118
pu..,.,..,.tct wtliCh n Yr.lll coiled
135 Proal lhat an envelope amtarnrng a notice wo• property addressed, prepaid and
po$ted 5hall be conclusive BVldance that the nobte ~$ grven Proof that a notice
contarnvd In a.n e!ecuonlc communication was sen! In oecordance wtth guidance
rooued by lha lnstrtute of ChoMcred Sctrolaties and AdmlnrGtratcu• chall be collttuslve
evidence thai lhe notice was glve.n A not1ce 5ha!l be doemod to be g1ven est tt'!e
ex;pvation of 48 hours after tho envelope containing it w.aJ: pos.lod or In the case of a
nobCe c:ont~ .., an e1ect&CN •c: COI'Ml\.l'llcauon. at the exper•hon of 48 hours after the
llmed~setlt.
INO£MNilY
136 Subjed to the prOVISIOns of 1ho Compantes Act 2006 end An1tle 6 3 e\'ery 01reC1or or
other officer or -auditor of the' Company shall be lndemn!fiod out of the assets c f thl!
Company agarnst any liability rnClured by him in lhat oapoerty In dclendrng any
prtJCeedmgs. whether civil or crtmlnat, In whdl Judgment cs gtvon In lavour or 1n whdl
he IS acqurtted Of'" eonnectlon Wl1h any app!;cation in whiCh relief it granted to him by
the court fnm 11abdoi1 fer negtog..-. default. brea::h ol duty "' ~&ach at trust m
re"""'" to tile a!fa:rs cl the Company
RULES
137 The Oiredors may rrom 11me to tune rnake sudt rules or bye la\W ao they mat deem
nucoasary or expedient or convenlenl for 1h.e proper amducl ond manogcmont of the
Company and rn pOllrcul<lr but Wrthcut prejudice 10 the gene~ahly al tho foregoing,
th•y may by Si.Jch rules or byotows regulate
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MuiU Academy Trust Model for Church of England Schools
(a) the setting aside of the whole or any part or parts of &he C:om-smny"s premises at
any particular- time or Urnes or fOT any partioukl.r purpose -or purposes:
{b) the pt=ocedure ot general meetmga and meetroga or the Directors. and
committees of the OirectOB and meeltllGS of lhe LocaJ Governing Bodies '" so
far as such procedure is not reguloted by the Arbcfes: and
(c) _gan~rally, all ..such matters as are commonly lhe s.ubfect matter of CDmpany
n.des.
130 "The Company In g-ent:!ral meettng sh.a!l !"la~e power t.o alter, a...~ or to repeal tho ru.le-1J
or bye laws but only wrth tha consent of the Diocesan Soard cl Educatiotl. Prav~
that no rule or b}re law shall be: lnconsGtent with, o:r shall aHed ot repeal anything
Contatned in the Artit.les,
AVOIDING INFLUENCEO COMPANY STATUS
139 Notwrthst.andmg the number pf Members from hrn.e to hme. the max1mum aggrega.1e
number of \'Otes exercisable by local Authority Associated Persons shaU never
exceecll9.9% of the lotaJ number of votes exercisable by Members in general meeting
and the voles or the other Moembers haVIng a nght to 1/ote at the meeti09 will be
increas-ed an a pro·rala basis
140. No person who is a local Authority Associated Pe:son may be appointed as·a Otrector
ir, once the appointment had taken effed, the number af Directors who are locaJ
Authority Associated Pmsons wo·utd represent 20% or more cf the to1al number of
Directors. Upon any resolution put to the Directors. the maximum a.ggregBte number of
v-otos exercisable .by any Otrectors who are Local At.1:honty Assoaated Persons shall
represent a maximum of 19.9% of lhe total numbdr or votes cast by too Directors on
such a fesolutlon and the vQte-s ot the ot~.r Oueclors haVIr'!g a ught to vote at tho
mE!-etmg wdl be 1n~;reased on a pro-rata basts
141 No pefS.On who is a local Aulhonty AG-Sacwted Perso11 Is etJglble to be appointed to I he
office of Director unless his appointment to such offi-ce Is al.llhorlsed by the loc31
authority to whfch tie is &l!!Socialed
142 ff at the time of either his becoming a Member of lhe Company or his first nppolntment
to office as a Director. any Member or Director was not a Local A-uthority Assoctated
Pe~on but tater become-s so dunng his mcmbershfp or tenure as a Oirectorhe shaiJ IS A#tUGil 'f.J •
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be dcerned to fHl\'O immcdjcltely rcsignad his membcr.>hip ~ndlor resigned. from hin
office as a Director as the case may be.
14"3. If ~~ any time l.he number of Directors or Members· who are also Local Authority
Associllted Per:sons would (but ror Artides 139 • 142 incJ(Jsive) represent 20% or
more or the totaJ number of Directors or Member.; (as the case may be) then a
suffit:'O:nt number or the Directors or Members (as the aa$.e m-ay be) who are Local
Authonlv Associated Prusoru; shaU be deemed to have rMI_gnOO as Dlrectofs or
Membcts {as the case may be} lmmcd~~oly before the occuruJOCe of such an event to
enwn:: that at au times thB rtumber or -such Directors cr M.cmbots (as the ease m<)y beJ
ls neV£tt equal to or gl'eatnr lhall 2~~ of tl"lt! total number of Olr't~dotS or Members (as
the case may be). Otr~ors or Membots (as tile e.a~e may be) who afe loct~l Authouty
Associalod Persons sllall be deemed 10 have r~s4gned In oJder of thelr appointment
dato lhB nlOSI mcenUy appointed recs!gn!ng fif$t.
1,.4 T!-.e Members wdt each notify the Company and each otMet lf at anv time they believe
thai the: CoiT!pany or any of it& subsldi.ane5 has bec:orn13 subject to thli! mflue.nere of a
loc::<:JI au!honty (as des~bed in section 69 of l.he Local Government and Bousing Aet
198~).
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